


Stranger Things 10

by WAluigipants



Category: Ben 10 Series, Stranger Things (TV 2016)
Genre: Alternate Universe, Crossover, Gen, Mild Blood, Mild Language, TV-14, Violence
Language: English
Status: In-Progress
Published: 2019-10-18
Updated: 2020-09-18
Packaged: 2021-03-06 04:02:02
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 6
Words: 21,592
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25957186
Author URL: https://archiveofourown.org/users/WAluigipants/pseuds/WAluigipants
Summary: All the way back in the summer of 1981, that fateful day of Ben's road trip with his cousin Gwen and Grandpa Max changed his life forever. For nearly four years, Ben has wielded the Omnitrix, fighting off evil from Earth or space.Now, the year is 1985. When Ben learns of the mysterious, supernatural experiences of the new kids in Bellwood, Will and Eleven, he stumbles across a new adventure in another dimension that his new friends dub the "Upside Down." At the same time, Kevin Levin and the Party over in Hawkins take on Vilgax in an attempt to stop an alien invasion.Later, on account of Plumber business over in Hawkins, Grandpa Max decides to take Ben and Gwen on a road trip once more, with the Byers family in tow. A powerful threat arises, and it's up to Ben and the Party to take it down.- Post-Stranger Things 3- Ben 10: Race Against Time is canon to this universe.
Kudos: 1





	1. The New Kids

**Summary for the Chapter:**

> Ben and Gwen uncover a mysterious threat in Bellwood with their new classmates.

Bellwood, New Jersey  
October 23rd, 1985

Two students were seen in the hallway of a high school: boy with brown shaggy hair and green eyes, and a girl with ginger hair and green eyes as well. From what could be seen, they seemed to be relatives.

“Ben! Halloween’s coming up! Have you decided what you’re gonna be for Halloween?” asked the redhead to the shaggy haired boy.  
“Answer’s easy, Gwen. Either Ghostfreak or Big Chill,” replied the boy with the shaggy hair, Ben, to his redhead cousin.  
“What if the watch times out? You need a backup costume. I told you this last year.”  
Another boy walked forward.  
“Yeah. You should have a backup. If my Ghostbusters costume doesn’t fit anymore, I could always wear my wizard costume.”  
“Oh, hey. You’re that new kid. You came over just the other day, right? I never got your name.”  
“Will Byers. You’re Ben and Gwen Tennyson, right? Are you brother and sister?”  
Gwen coughed and started laughing.  
“No, we’re cousins. I guess you could see why we look like siblings though.”  
“Dweeb.”  
“Doofus.”  
“Dingus.”  
A girl walked over and put her arm around Will.  
“Oh, hey, El.” Will spoke.  
“Is that your cousin?” Ben chuckled to himself.  
“She’s my adopted sister. After something that happened back before we moved, we had to take her in.”  
“Right. Where did Ms. Smith say you moved from?”  
“We moved from Indiana.”  
“Gwen and I go on road trips all the time over the summer. I think we might have stopped by the town where you live. Where was it?”  
“Hawkins. We’ve got a lot of friends we keep in contact via radio.”  
“Really? It works all the way from here?”  
“Yeah. My friend Dustin says he can contact his girlfriend who lives in Utah. Who’s to say it can’t work with New Jersey and Indiana?”  
“Right. If it can cover that distance, it can cover ours, right? Makes sense.”  
“That it does. I’ll see you guys later tomorrow!”  
“See you!” Ben waved goodbye.

Ben and Gwen made their way towards the Rustbucket as Grandpa Max picked them up from school, and Will and Eleven went home with Jonathan, Will’s older brother. This would be the last moment of peace for ten days. Something was going to happen. Something terrible. Something horrifying, something that put Earth in danger, and possibly the universe if something wasn’t done.

“Mom, we’re home!” Will spoke up, smiling as he set down his backpack in his room.  
“Welcome back! Could you be a dear and help get the table set for dinner before working on your homework?” His mother, Joyce, asked as she walked in to greet her son.  
“Alright, Mom.” Will nodded and got up to head to the kitchen, but spotted El in her room.  
Eleven was trying to use her SUPERCOM to contact Mike, waiting for a response.  
“Seriously? Mike’s probably trying to do homework too. You gotta give him time, Eleven. We can study together later. Can you help me out with setting up the dinner table?”  
“Okay.” Eleven got up from her bed, and headed out to help Will with setting up the table.  
“So, what did you think of those two kids we met today at school? You said you wanted to talk to them a while back.” Will asked as the two set up.  
“The boy with the weird-looking watch…”  
“You mean Ben?”  
“Yeah. Ben… I feel like he might help me get back my powers.”  
“An ordinary kid like him could help bring back your powers? El? You’re kidding.”  
“I just feel something special about him and his watch. It doesn’t look normal.”  
“Maybe it’s a designer watch?”  
“When we see him next time, how about we ask him?”  
“Good idea. Let’s get to our homework, though. Can’t miss out on our high school homework.”  
“You always focus on homework. What’s the big deal?”  
“Didn’t Mom tell you to focus on your assignments?”  
“Yeah, but I just used my powers to try to find the answers back home.”  
“You’ve got to do it normally, like me. Come on, we can be a study group. We can help each other out!”  
The two headed to Will’s room to study together.

On the other front, Ben and Gwen were in the Rustbucket, arguing over how to do a certain math equation.

“The variable ‘x’ means 2, doofus!”  
“How do you know for sure? I did the equation and it equals 17! I’m sure of it!”  
“That’s the solution, not the variable!”  
“Yeah, because I did it in my head!”  
“How do you know that’s correct? You can’t just rush through equations like this!”  
“I can verify it if I use Grey Matter.”  
“Don’t you dare!”  
Grandpa Max groaned.  
“Kids, if you’re gonna argue over math, can you take it outside?”  
“Fine.”  
The two headed out to work on the homework outside the RV, back in the woods at a small campsite. At long last, progress was eventually made, and the two finished the assignment. Just then, Ben heard a strange noise on the radio in Grandpa Max’s RV.  
“Gwen. Did you hear that?”  
“You sure that isn’t Grandpa snoring?”  
“No. It sounded like some sort of alien.”  
“Like a rogue Upgrade taking over the radio?”  
“No. Like… some sort of paranormal signal in the static.”  
“You’ve been reading too many horror novels.”  
“Sure, but it doesn’t hurt to be careful.” Ben headed inside the RV and rolled up his sleeve, adjusting the dial on the Omnitrix. The dial shifted to a turquoise green color, and began to translate the audio on the radio.  
“Go… the woods… prepare… Gate… invasion…”  
“That does NOT sound good.” Ben shook his head.  
“Ben, it sounded like alien chittering. I don’t think the watch could fully translate what was being said because of the radio signal’s strength. You might want to look before you leap.”  
“I don’t think it’s worth missing out on, Gwen. This might be a risk, sure, but it doesn’t sound good. Something is in the woods. It said something about an invasion. Let’s go!”

At the same time, El and Will received the same transmission on their SUPERCOM radio. Will touched the back of his neck nervously, tensing up. He shook his head.  
“No… I thought he was back, but that’s not him. It sounds like him, though.”  
“The gate was closed.”  
“I know. It might be another monster from there that snuck out or something. It’s possible. If the gate was open, something could have snuck through the cracks. And this thing… on the radio… It might be independent from the Mind Flayer.”  
“Should we contact Mike and the others?”  
“Might want to make sure of some things first, El. Call me stupid, but we should check the woods.”  
“You might go missing again.”  
“With you behind my back? No. We’ve got each other. Brother and sister, right?” Will smiled shyly and offered his hand to Eleven. The two shook hands, and waited for the right time to leave.

Back with Ben and Gwen, they began to wander the woods. Ben readied the Omnitrix, and Gwen held her pink energy at the ready.  
“Show yourself!” Ben yelled. The Omnitrix began to translate once more some strange alien speech.  
“Go to the woods. Prepare the Gate. Begin the invasion.”  
“I said, show yourself!”  
There was a rustling in the bushes.  
“Gwen? Do you sense anything?”  
“I feel some otherworldly presence.”  
“Is it an alien?”  
“It doesn’t have the same read as one. It’s like it’s from some sort of parallel dimension or something…”  
“Why are you trying to invade Earth? Why can’t you go back to where you came from? What do you want with this planet? What do you want with Bellwood?”  
“We need to start fresh. Start from the beginning. Start anew. Start someplace else.”  
“What are you talking about?” Ben yelled.  
“We’ve started before in that town. This town has more power. More strength. More to control. A connection to the expanding.”  
“Show yourself!”  
A creature that looked just like Ben himself stared back at him. However, it appeared to be made of a black, gooey substance, like tar or something else… but at the same time, it was a perfect replica, just pitch-black.  
“Me…?”  
“I can be anyone. Anything. I am what I see.”  
“Gwen?”  
“It looks like me, Ben, not you.”  
“What?”  
“I think its appearance changes depending on who looks at it. It’s not from our dimension.”  
“Oh, that makes sense. NOT.”  
“Just shut up and take it down!”  
“Right! It’s hero time!”  
With his hand slamming on the Omnitrix’s dial, Ben transformed into Four Arms as Gwen tried to hold the shadow doppelganger back with her magic.

At the same time, Will and Eleven were making their way towards the woods, using a walkie-talkie to detect where the distortion was strongest.  
“It’s this way! Come on!”  
“Will! I don’t have my powers! What if it’s the Upside Down? I can’t do anything this time.”  
“I-it… It doesn’t hurt to try.”  
Soon enough, they arrived in the woods, and heard some grunting and screaming, as well as the sound of blows being traded back and forth. Just like that time after school earlier, Ben, Gwen, Eleven, and Will would meet up once more.

The Omnitrix had timed out as Ben was knocked backwards into a tree; and so had the doppelganger’s transformation. Gwen had to release her spell; she was getting fatigued; Will and Eleven watched from afar as the situation grew worse and worse.  
“Ben’s an… alien?” Eleven tilted her head.  
“Wait. His watch is red. It’s usually green.”  
The Omnitrix began to glow a fluorescent green.  
“Damaged DNA detected. Preparing DNA sequence repair.”  
As Ben struggled to get back onto his feet, Eleven felt something in her… come back. Something she’d thought she’d lost for good just suddenly came back. Will watched as a fast flow of particles streamed from Ben’s watch onto Eleven.

“What… what are you doing here? It’s not safe!” Ben said, finally getting up, looking at his watch and then at the new kids.  
“It’s not safe? You’re not safe! That thing right there… that shadow? It’s from the Upside Down, and it’s gonna kill you if you’re not careful!” Will screamed back. “You have to run! I don’t think your watch is working right now. It’s red, right? Red is bad!”  
Just then the shadowy clone was tossed into a tree. Will’s face suddenly went wide.  
“HOLY SHIT. Your powers… they’re back?!”  
“I think so. Some of them.” Eleven wiped her nose with her free hand.  
“Wait, you’ve got powers too?” Gwen said as she tried to catch her breath.  
“She did before. She lost them, and now they’re back, apparently. But that’s another story for later. We gotta get going. If Eleven only has some of her powers back, she might need backup, and Ben’s watch looks like it’s…”  
“It’s recharged! Thanks for the backup!” Ben gave a thumbs up to everyone else and slammed his hand on the dial of the Omnitrix.

Ben seemingly lost balance and collapsed to the ground, and was ensnared by odd, slimy vines that tightened and covered him completely.

A scratch. A scrape. Something sharp pierced out of the vines. With a quick slice, a large, thin figure burst out of the remains and tackled the doppelganger, pinning it to the ground.

Eleven and Will exchanged glances, and then at the thing Ben had turned into.

The Demogorgon.

End of Chapter 1


	2. Lost and Found

**Summary for the Chapter:**

> Ben unlocks a new alien and restores Eleven's powers. The Omnitrix changes shape as well... and Kevin Levin's story is introduced.

Will closed his eyes, beginning to shiver. He sat on the ground, about to curl himself into a ball.  
“No. No. This… this can’t be happening.”  
Screeching was heard from the Demogorgon as it faced off against Ben’s shadowy clone. The Demogorgon was able to toss away the shadow, and screeched as the shadow seemingly disintegrated when it made an impact with a tree.  
“I see. You want to protect this world. To protect this realm. Interference is not welcome regardless in my plan however. We will meet again.”

It then began to turn towards Will, Eleven, and Gwen. It was still Ben in there. The Omnitrix symbol was on its chest, and… it gave a… thumbs up?

“It’s Ben. You’ve got nothing to worry about.” Gwen smiled.  
“But… that monster… it-” Will muttered.  
“I can explain later.” Gwen replied.  
“I know it’s Ben too, Will. Look at the chest.” Eleven said, pointing to Ben's chest.

It was the same symbol as the watch on Ben’s wrist. In a matter of seconds, the watch timed out and returned Ben to normal.

“Holy crap. That was… weird. I don’t know about that new one, but uh… I think it scared off the copycat.”  
“It’s some sort of shapeshifting monster. It takes on the appearance of whoever looks at it.”  
“That explained why it looked like me. But it… turned all hazy when it was attacking Ben.”  
“That’s because it was using Ben’s alien powers against him. It was shapeshifting parts of itself to match with his alien powers, but since it’s still Ben, it didn’t transform completely. At least that’s my guess.”  
“On the nose, Gwen. You got it right.” Ben nodded.  
“It turned into me too. It was like a black fog when it was fighting.” Eleven added.  
“So it’s a monster from the Upside Down, most likely.”  
“What’s the Upside Down, Will? You keep talking about it.”  
“I’ll explain later, Ben.”  
“Are you sure it isn’t an alien like the ones in my watch?”  
“I doubt it. If it was, your watch would glow yellow and try to scan it. And it did, but for something else. I think that’s how you got that freaky new alien.”  
“We should get out of here and go somewhere safer where we can talk, though.” Will shook his head. 

The four made their way to Will’s house. “That thing… it uses our powers against us. It’s like it doesn’t have any life of its own; it takes the life of whoever looks at it. It’s like a Lich.”  
“A Lich?” Ben raised an eyebrow.  
“It’s something from Dungeons & Dragons.”  
“Nerd alert.”  
“Ben, please. You’re a nerd too. Every time you go into a store, you take a long look at those D&D sets and figurines.”  
“They just… look cool, OK?”  
“Right...”  
“Now isn’t the time. Your watch, Ben. It… restored Eleven’s powers.”  
“She has powers?”  
“She’s got psychic powers. Telekinesis, ESP, and can look into people’s memories.” Will spoke up.  
“I don’t feel like I have everything back… but I have just enough to help keep you guys safe.” Eleven nodded. “But how did it bring my powers back?”  
“I… don’t know. The guy that made this watch… Azmuth… He said something about it having a bunch of functions. That it was meant to preserve the DNA of aliens across the galaxy should some big catastrophe happen… and as a means of bringing about peace.”  
“That sounds made up. But… we believe you, seeing you turn into those aliens like that.”  
“Maybe there’s a function that repairs DNA? If.. if El’s DNA was damaged, the Omnitrix… this watch, might have tried to restore her DNA back to the way it was before.”  
“That’s likely.”  
“We’re lucky you two found us.”  
“I’d say the same. We saved each other’s butts back there. But it’s getting late. We can meet tomorrow—“

“Wait. Hold on. Something’s up with Ben’s watch.”  
“Bioelectric data received. Recalibrating Omnitrix.”  
A green light wrapped around the watch and Ben’s wrist, and the Omnitrix suddenly had a new look, sporting a design that looked like a calculator watch.

“Oh man! Look at this! It looks really snazzy now!”  
“Bitchin’.”  
“Ben. Hold on. It hasn’t done this before.”  
“So? It said something about a recalibration. That means it upgraded itself, right?”  
“You might want to be careful. The watch might work a little differently. Can’t you sleep it off and try to figure it out tomorrow?”  
“Gwen has the right idea. There’s definitely more buttons on it now, and something might go wrong. You should take some time tomorrow and go somewhere safe where you can try out each function.”  
“Right. We should… head on home then. Gwen? Let’s get going.”

Ben lied down in his bed. The Lich… the Omnitrix upgrading with El’s powers… everything was getting exciting again. For the first time since summer… no. Something bigger has to be at stake here. But what? He closed his eyes. He’d get a better chance on this tomorrow.

Where was he? He couldn’t see anything but black. The floor felt wet… and he was in his pajamas. Was this a dream?  
Well, it felt like one. Ben wandered the black abyss, looking for something.

There was someone. Vilgax. But what was he doing, just standing there, doing nothing?

Ben quietly walked over. Vilgax took no notice of him. There was Dr. Animo… the Galactic Enforcers… people seemed to be appearing out of nowhere, staring at nothing. Something was up. Ben bumped Vilgax’s knees with his knuckles… but nothing—

“— will ever come out of you. You’re a disgrace to this planet! To our clan! If you can’t learn to properly harvest, what’s the point of even taking care of you?”  
“Father. I… what do you want me to do?”  
“Make yourself useful. Be recognized for something else.”  
“I thought you loved me? Cared about me?”  
“The moment this planet has your name on it, I’ll care.”

“I worked my way here! I studied hard! I care for these animals like they’re my children!”  
“I’m sorry, but you’re not fit to be a veterinarian. Not at all.”  
“This is the fifteenth time I’ve applied here! What am I doing wrong? What am I doing wrong?! Answer me!?”  
Cries of anguish followed.

“He’s no hero. He’s a child. He wields insane power irresponsibly. He could turn rogue— a child is easily molded. Any mistake he could make could bring destruction to the universe.”  
“A menace too, at that. I’ve heard from one end of the galaxy that he causes trouble for the sake of his own enjoyment.”  
“We ought to eliminate him.”  
“Isn’t that a bit extreme?”  
“Our role is to protect the galaxy. How are we to do that with a menace like him around? Someone who could destroy a planet if he isn’t careful? A child with a device capable of destroying or protecting the universe?”  
“You worry me.”  
“He is a threat. No matter what, the best course of action is to eliminate a threat to the galaxy.”

These memories didn’t belong to him. Ben bit his lip. He was seeing things he shouldn’t. Things he shouldn’t feel. Emotions that weren’t his. But everything he saw… it made sense. It can’t be a dream. Ben bit his lip, and saw Eleven... And there was Will. 

Ben reached out to Will. Memories flooded into his mind.  
A bad father.  
The abduction… being trapped in that weird place.., that’s why he was afraid of that new alien.  
Possession. He was losing control over his body. But they got it back.  
A broken fort. Tears and fears.

Ben fell backward onto Eleven.  
“It’s you.” She gasped.  
“What?”  
“You have my missing power. Can you… can you find someone for me?”  
“What is this place?”  
“It’s not easy to describe.”  
“I can agree with you on that… who do you want me to look for?”  
“Someone I know. A policeman. He’s big, and he has a mustache. The last time I saw him he was wearing a floral shirt. His name is Jim Hopper.”

Ben concentrated. The memory didn’t come to mind. The person didn’t come to mind.

“I don’t know him. I can’t find him. I can only find people I know or have met before, I think.”  
“Oh.”  
“Let’s meet up tomorrow, okay? Starcourt Mall. Mr. Smoothy’s. I think we can talk this over. I feel like I’ve seen too much.” Ben wiped his nose. He was having a slight nosebleed.

“Alright… Ten.” El smiled.  
“Sorry?”  
“Can I call you Ten?”  
“Uh… sure.”

Hawkins, Indiana  
October 24th, 1985

“Son of a bitch. Once again, Dragon’s Lair, you’ve swindled me of my cash.” The curly-haired boy in a trucker cap, Dustin, swore at the arcade machine.  
“Having problems with that one?” A lanky teenager in a denim jacket walked over to Dustin, putting his hands on the controller.  
“Well, it just stole five bucks from me. Game’s practically rigged.”  
“How about I give you a get-out-of-jail-free card real quick?”  
“What do you mean?”  
The boy slammed his hand against the back of the machine, and something shorted out. A screw fell from somewhere, and Dustin’s five bucks came out in quarters.  
“Don’t tell anyone about this, alright?”  
“Dude, how the hell did you-”  
“Do you want the management to kick my ass?”  
“No… not really.”  
“Then don’t question it. Name’s Kevin.” He offered his hand for a handshake. His denim jacket sleeve rolled back a bit, showing a small glimpse of his own Omnitrix…  
“Nice to meet you… Kevin. I’m Dustin. Hey, uh… neat watch, by the way.”  
“What? Oh… this? Yeah. It was a gift. It doesn’t work anymore, though, which is a bummer. Still looks cool, right?” Kevin posed with his Omnitrix.

“Hey, Dustin. Who’s your new friend?” A tall, lanky kid, about the same height as Kevin, with bushy hair and a somewhat frog-like face, crossed his arms.  
“Kevin. From Bellwood, New Jersey.”  
“Yeah. Mike? He practically knows the ins and outs of every arcade machine here.”  
“Hey, it’s just one arcade machine.”  
“So you’re some kind of tech whiz like Dustin?”  
“More or less. I know some basics. I can do this weird thing where I can conduct energy… you know, like electricity.”  
“Superpowers?” Mike raised an eyebrow. “Yeah, like I’d believe that.”  
“You’re the one who has a girlfriend with psychic powers, Mike.” Another one of Mike’s friends elbowed Mike in the rib.  
“Touche. Lucas? You buy it?”  
“It’s not easy to get your money back from Dragon’s Lair. Kevin seems legit.” Lucas replied.  
“He… what?” A red haired girl looked at Lucas, then at Mike, then at Kevin.  
“Kevin did something weird and got my money back from Dragon’s Lair, Max.”  
“What… what did he do?”

Kevin cracked his knuckles.  
“Alright. Lemme explain. You know how these arcade machines run on electricity, right? And how the panels that contain the tokens or quarters you put in are locked behind metal? What if I told you… I had superpowers? Powers that screwed with the electricity of the machine to tweak the game just a bit? Powers that screwed with the little container that holds your trusty quarters?”  
“I’m not buying it.”  
“Hey. Frog face. Step aside. I’m gonna prove it to you.”

Kevin loaded up two quarters into Pac-Man, and got a game over.  
“You suck, Kevin.”  
“Wait for it.” Kevin put his hand on the panel, and the coin slots spat out his quarters. He shoved them back in, and the game screen flickers for a second. Kevin continued the game as normal, except Pac-Man seemed to be moving twice as fast, and the ghosts seemed to be unable to get out of the “ghost pen” in the center of the screen.  
“Did you… hack it?”  
“Energy manipulation. It’s… kind of like a superpower. Also caused a bunch of problems for me in the past, back when I was on the run… but that’s another story.”  
“You’re a dirty cheater!” Max crossed her arms.  
“Hey, I didn’t beat your high score. It’s still the highest one on there. Don’t get so defensive.”

The teenagers seemed to talk for hours about video games and things going on. They began to make fast friends with Kevin, something that Kevin never expected to happen. People appreciated him. He didn’t feel like a freak. He felt like… he belonged somewhere. He was looked at like a hero. Maybe this is what Ben felt? Maybe this is what it was like to be part of a family?

He bit his lip.

“We’ve got a Dungeons and Dragons group that’s been established for years now. Kevin? You're interested in joining?” Dustin asked.  
“What? No. That’s… too nerdy, even for me.”  
“Kevin. We’re all nerds here. Stop trying to act like the cool guy. You’re already cool. You’ve got superpowers.”  
“Right. Right… I don’t even know how to play. Dice rolls are complicated, the monsters, I’ve looked at it before. It’s too complicated.”  
“And machines and computers aren’t?” Mike asked.  
“Well, yeah. Look. I’m not sure if I can be a part of your party. I just met you guys.”  
“You have a point. But there’s another reason why we think you should join.”

End of Chapter 2


	3. The Truth

**Summary for the Chapter:**

> Both groups recount their adventures and trials with extraterrestrial life and the Upside Down.

“Kevin. There’s been… some weird things around Hawkins. You’ve got superpowers. You’re our next best bet to take on whatever’s been going on around here.” Dustin shook his head.  
“Weird things? You mean like that weird thing with the rats around town? The mysterious ‘fire’ at Starcourt?”  
“Yeah. The other night, while I was on a radio call out on Weathertop, I got some kind of interference. Something about an invasion. It sounded like it was from sort of sci-fi radio drama, and then I heard something else. Something freaky. Like the demogorgon.”  
“In other words, weird chattering and churning noises. But it didn’t sound like the ones we were familiar with. It sounded like tentacles and refined speech.” Lucas added.

Kevin’s eyes widened.  
“Tentacles? I’ve… got my fair share of experience with tentacles. I… I think you might have intercepted a call from someone I know. Someone I don’t like. Someone my friend over in Bellwood doesn’t like.” It was Vilgax. It had to be Vilgax. “Did you record the audio?”  
“Got it right here.” Dustin put down a walkman, and played the audio.

“...invasion…. Earth… I will acquire...”  
“I’d prefer to have the Omnitrix on my own terms. But I suppose some plans could be worked out.”  
“Harness… power…”  
“To open a door on that backwater planet? What lies beyond it?”  
“Power capable of-”

“It just cuts off there. But I think he’s talking about opening the Gate.” Mike shook his head.  
“Gate?”  
“And you’re our best chance if it’s opened again. You’re the only one here we know with superpowers right now.” Dustin added.  
“What’s beyond the gate? What’s in it for me?”  
“The fate of this town. The fate of the world.”  
“How do you know for sure?”  
“Alright. Who’s gonna explain?” Lucas crossed his arms. “I’m not doing this time. Max was hard enough to convince.”  
“I’ll do it. I’m the Dungeon Master.” Mike raised his hand.

“Three years ago, our friend, Will Byers, went missing.”  
________________________________________________________________________  
“Four years ago, there was a shooting star on the first day of my road trip with my cousin Gwen and Grandpa Max. Only thing though… that shooting star… wasn’t a shooting star. It was some sort of pod, and it held the Omnitrix. You know, this thing.” Ben pointed to his watch. “Over the course of that summer, I learned a lot of lessons. I learned how to be a superhero. I learned about responsibility, what a true hero is, and a lot of other things. It honestly could get overwhelming sometimes.”

“I was possessed by a shadow monster from another dimension. He used my body to do things… to trick people… to kill… I… almost put my friends in danger. But at the same time, I helped save the world. I helped save the planet too. But at the same time, I was scared the entire time. I guess you could say I’m a hero too.”

“I ran away from somewhere with very bad people. A place where… I was forced to use my powers. I found friends in Mike, Dustin, and Lucas, and learned to use my powers to protect people. I’m a hero too.”

“I met the creator of my watch, Azmuth. He thought I wasn’t worthy of using the Omnitrix because I was a kid. But when I made sacrifices to protect Gwen, to protect the galaxy from Vilgax, to protect the people and the universe I care about… I got his respect.”

“The Upside Down still scares me. But I know what to expect. I know what’s behind the gate. I know what’s there. I barely survived. But thanks to friends and family, and El, I was able to make it out. I don’t feel the same as I did before, but then again… you don’t feel the same after you got your watch, do you?”

“I don’t know how to describe how I feel very well… But getting the Omnitrix might either be the best thing that’s ever happened… or the worst thing that’s ever happened to me. There’s so much that I’ve been through. There was this alien named Zs’skayr, who honestly, is one of the scariest bad guys I’ve faced. Then there was this clown named Zombozo, who drained the life out of anyone who could smile or laugh, but I beat him down. Then there was Eon, who put me under some sort of mind control alien transformation… but I was able to break out of it.”

“Thanks to me and my Anodite powers, and maybe magic too. But I think it’s shared experience. We’ve all been through a lot.”

“Oh yeah. Kevin Levin! He put up a fight too. He used my aliens against me in most of our fights... and then last year he was using that Omnitrix knock off he called the Antitrix… then Azmuth helped out later on. I was able to shut down the Antitrix… and Kevin… Kevin almost lost himself. But I saved his life. I found a way to return him back to normal. Well, as normal as normal gets for him. He ran away after that. I haven’t heard from him since.”  
________________________________________________________________________  
“We defeated the Mind Flayer twice. But the second time, he was closer to winning. He knew what he was doing. We barely won. Now we’re missing a couple party members, sure, but they’re safer where they are now.”  
“You have a superpowered chick girlfriend named Eleven, Mike? Living all the way back home in my hometown?”  
“Kevin, please.”  
“Right, right. Just trying to get that set in stone. I used to be called something like that… eleven... I used to get into really, really big fights with my friend. I… don’t know why. I think I was jealous. But I copied him with my own alien powers. I called myself Kevin 11. I copied everything he did to show that I was better, but nothing beats the original, does it? Even when I teamed up with his worst enemy, Vilgax, the kid won. Goody-two-shoes shut down my super powered watch, my AntiTrix, when it was on the fritz and made me go crazy and… then I saw it. I saw why he’s the way he is.”  
“You used to be able to turn into aliens? Sick.”  
“Maybe it’s for the best, though. I don’t need to turn into them. Maybe I need to learn how to use these other powers. I’ve been getting the hang of it...”  
“Are you still in contact with your friend?”  
“Er… actually… No. I haven’t seen or heard from him in years.”  
“Either way, with everything you said… you’re more than worthy to join the party.”  
“I… never open up like this to people. How do I… know you won’t just… ditch me? Go out on me? Call me a freak behind my back?”  
“We won’t. Friends don’t lie. That’s our motto. Are you in it or not? Can you help us check on the Gate? Close it, maybe?”

“Hey, hey, hey! What’s going on here?” A teenager with a crazy haircut walked in the room, crossing his arms.  
“Oh, shit! Steve!” Dustin shook his head. “Look, I’m sorry about the plans, but we met Kevin here…”  
“Are you… Steve Harrington? That lame-o who worked at Scoops over at Starcourt?”  
“Don’t bring that up, kid.”  
“How did you get all those chicks?”  
“Who are you?”  
“Steve, this is Kevin Levin. He’s got superpowers, and I think he can help with the supposed Gate operation.”  
“Dustin, you really still believe in that weird ‘alien message’ you heard on Cerebro?”  
“I do. And Kevin can vouch for it. He’s heard that exact same alien voice, but in person. He’s fought him. He’s fought alongside him. He knows what we’re in for.”  
“Dustin, Robin debunked that message. It’s fake.” Steve shook his head.  
“It sounds fake because it was recorded on a Walkman. The actual message was taken from a radio tower, right?” Kevin suggested.  
“No one else knows about the gate. It can’t be just a coincidence.” Lucas added.

Steve thought hard, and groaned.  
“If I can find my spiked bat, we can investigate and try to find the Gate. Only problem is that we need to convince Robin.”  
“We take Robin to Weathertop, and get Kevin to channel another signal from that alien with his energy powers.” Mike spoke. “That’s the plan, right? Then we break into wherever the Gate is. Under where Starcourt was, or under Hawkins Lab.”

“Right. Superpowers, huh?” Steve eyed Kevin closely. “I remember you. You’re that kid who shut off the lights in Scoops Ahoy on my first day working. You tried to raid the store for free ice cream right when we were about to get off shift. You’re lucky I let you off with a warning, Levin.”  
“I was a frequent customer.”  
“For free samples, abusing the same system as Erica. Look. Just don’t get into too much trouble. I don’t know if you can do the right thing or not. I don’t think you know what’s at stake here. But whatever happens, keep these kids safe. Keep yourself safe. Keep everyone safe, capiche?” Steve put his hand on Kevin’s shoulder with a stern look.  
“Yes sir.” Kevin saluted in response.  
________________________________________________________________________  
“Gwen… can you do double duty on tomorrow’s trip? I’m gonna be working with Will and El on tracking down that Lich. I’m not going.”  
“Ben, why can’t I help you? Why can’t I come with you? After hearing what they’ve been through, you need the extra help.”  
“You are extra help. You and Grandpa Max are my backup. You can use some sort of vision spell to show Grandpa what’s going on if you sense something goes wrong.”  
“Ben, are you sure about this?”  
“Absolutely sure. Will, we’ll stop the Lich and whatever it’s planning. Whether it be letting the Mind Flayer escape, opening a Gate, or starting an alien invasion, I’ll do whatever I can to stop it from happening.”  
“We.” El added, pointing to herself and Will.  
“I’ll fight too.” Will shook his head. “I don’t want to sit by the sidelines this time. I don’t want to run away. I helped you take down the Mind Flayer, El. The fireworks, remember? I’ll… grab my staff and help fight the Lich. I’ll do whatever I can to make sure Bellwood is safe. I don’t want any of this to happen again.”  
“But what if it does?” Gwen asked.  
“We call for backup. And if the backup I have isn’t enough, we call Will’s backup and improvise.”  
“What?” Will raised an eyebrow.  
“You said you had friends in Hawkins who’ve been through shit like this. We can try to redirect the threat to Hawkins somehow. Grandpa Max said something about having Plumber business to do there later, right?”  
“Yeah, he did, but that’s not till January.”  
“Well, he might have to do his business earlier than expected if we manage to redirect and stall the Lich. Will’s friends can handle the fight on that end for a while, then we’ll come over there and finish it.”

“I hope you know what you’re doing.” El bit her lip.  
“I know what I’m doing. It’s hero time!” Ben pumped his fist into the air.  
“Is that your catch phrase? You really are a superhero.” Will chuckled.

Bellwood, New Jersey  
October 25th 1985

“Turn into Upgrade again!” Will cheered.  
“It’s not a toy, Will. It’s an alien device!”  
“I know! Just… do it, Ben. He can shoot lasers and attack from a distance! He’s perfect for taking on the Lich!”  
“But the alien that worked the best was that new one. You called it ‘The Demogorgon.’ It put up a decent fight. It had sharp claws, teeth, and… I think it’s got more powers I don’t know about. Gwen said I should get more practice in.” Ben clicked the side buttons of the Omnitrix, and slammed his hand on the dial of the silhouette of the Demogorgon.

Ben lowered and hung his head, slowly growing to the height of eight feet as his own features began to change to that of the Demogorgon, with his head changing last. He then opened up his "petals" and screeched, now fully transformed.

Will shuddered, getting that same feeling on his neck that he always felt when something from the Upside Down was nearby. Memories rushed through his head again; bad memories, like nightmares of the events from two years ago. He was frozen stiff, his expression blank.

“Will? Will!” Eleven ran over, holding her box of Eggo waffles. She waved her hand in front of Will, who was still in his fear-induced trance. Something had to be done. She looked to Ben, then to Will, then back to Ben.

“Ben! Turn back into yourself, right now, please!” El screamed. Ben tried tapping the Omnitrix emblem on his chest, but nothing seemed to happen. Ben screeched, and began scratching at the Omnitrix dial, growing frustrated. “I’ll do it myself!” El concentrated her energy, and Ben was forced out of the transformation, with the body of the Demogorgon… slipping away from his body. The very experience brought Ben terrible memories too as well.

Three years ago, Feedback, his favorite Omnitrix alien, was lost to Malware; one of his worst adversaries. The mutated Upgrade had ripped the alien straight out of the watch… and destroyed it before his very eyes. Was El going to do that too? Ben began to reach desperately at the Demogorgon. His face was red, just ready to cry. He didn’t want to lose another alien again. Just then, Will snapped out of his “trance.”

“Stop it. Put it back in the watch, El.” Will stuttered.  
“Why? You hate it.” El said, wiping her nose as the Demogorgon disappeared in a flash of green light back into the Omnitrix.  
“I do… and I don’t. I’ve… got complicated feelings about you having the Demogorgon in the watch, Ben.”  
“I know. I saw what you’ve been through.” Ben nodded, heaving a heavy breath.  
“You have?”  
“The Omnitrix might have accidentally gave one of El’s powers to me. The power that lets her look in the minds of people she’s met… I saw into the memories of some of the bad guys I’ve ever fought over the summer. And then I saw your memories… and then I saw a bit of El’s.”  
“Did he… really?” Will looked to Eleven.  
“He did. He didn’t see much of mine, but he’s seen a little of what happened in Hawkins.”  
“Yeah. That monster… the demogorgon, right?”  
“That's the monster. The monster that abducted me two years ago... And we have it on our side. I don't know how to feel about this at all. I don't know whether to feel brave now or afraid again.”

“Maybe you can feel both.” El shrugged. “I’m afraid of going into the Upside Down again… but we need to do something. We have to protect Bellwood.”  
“You’re right. Ben? Are you ready?”  
“Better now than never. It’s hero time!”

End of Chapter 3


	4. The Invader

**Summary for the Chapter:**

> Ben, Will, and Eleven begin their adventure to take down the Lich.
> 
> Kevin and the group in Hawkins encounter Vilgax.

“Lead the way, Tennyson.” Will readied his wooden staff from his Will the Wise costume. Eleven adjusted her shirt collar, and Ben’s hand hovered above the Omnitrix.

“3… 2… 1!” Ben slammed his hand on the Omnitrix dial, turning into the Demogorgon once more. With a loud screech, Ben tore into the ground and created a rip in space-time; a small gateway into the Upside Down. With a powerful leap, Ben jumped through the entryway.

Will lingered for a moment, staring at the gash in the earth. He took a deep breath and followed, with El not too far behind.

It was just as Will described. A hellscape, with the flora and fauna looking faded, dead, and lifeless. Things like tendrils and membranes spread around the ground like fungi. Ben winced as he looked around the area.

“We can’t stay here too long. The air is toxic after prolonged exposure, and the Mind Flayer might show up and try to snatch El.” Will spoke.

“He’s not here.” El responded.  
“He isn’t?” Will replied.  
“There’s no black shadow or storm in the sky. He’s not around. But the Lich is here.” Eleven pointed upwards. 

Ben lunged forward, attacking a tree. Suddenly strange eggs dropped down from the tree, and Will and Eleven shrieked.

“Ben, what are you doing?!” Will screamed. Ben, as the Demogorgon, didn’t reply. He screeched, destroying the eggs with claw swipes and then trudged forward into the woods.

As time passed and as the trio explored, there was the occasional horde of Demodogs that attacked. But thanks to El’s powers and the Demogorgon transformation, they were easily disposed of… until Ben timed out on a particular horde.

“AAAAARGH!” Ben screamed, clutching his head as the Demodogs were tossed around by El. As Will swung the wooden staff toward a Demodog and knocked it into a tree, he turned to Ben and ran over to his side, with El releasing a powerful burst of psychokinetic energy to finish off the horde.

“What’s wrong?”  
“My head! It… it hurts!”  
“Hang in there! Can you keep going?”  
“I can, it’s just… this headache…”  
“I bet it’s the Upside Down. I think it’s getting to you, Ben. We need to find the Lich fast.”  
“That, and how unstable the new alien is.” Ben’s watch flickered with a voice. It was Gwen’s voice.

“Gwen?” Ben said, clutching his head still.  
“Who else would it be? How far along are you guys?”  
“Fought some monsters. No sign of him.” El replied.  
“Maybe you should turn back…” Gwen suggested.  
“No, we can do it. He’s here, I know it.” Ben added.  
“Are you sure? You sound like you’ve got the world’s worst headache, and…”  
“We CAN KEEP GOING.”  
“Jeez. I’m only trying to look out for you.”  
“Thanks for the help, Gwen. We’ll keep in touch.” Ben adjusted the dial on the Omnitrix, and continued walking.

\--------------------------------------------------------------------  
“Alright. First stop? Hawkins Family Video.” Steve said as he packed all of the kids into his car.  
“Seriously? Are you gonna meet up with Keith?” Dustin crossed his arms.  
“We're meeting up with Robin, you dipshit.”  
“Steve, it was a joke.” Mike shook his head.  
“I… I knew that.”  
“It’s kind of crowded in here, though,” Kevin said, trying to keep space between himself and the rest of the group.  
“Good point. Max. Mike. Lucas. Get out of here. Go to Weathertop and keep watch.”

“Are you sure?”  
“Just follow your directions, alright? Robin’ll be over there in less than hour.”  
“If she takes longer, it’s free,” Dustin added. Kevin laughed at the pizza delivery joke, before Steve shot him a glare.

“Alright, see you guys later,” Mike said as he, Lucas, and Max got on their bikes and skateboard.  
The other trio drove off towards Hawkins Family Video.

Hawkins. It was a neat town. The people here were a lot more close-minded than the folks in Bellwood… it felt like there was some sort of family between Steve and Dustin and all of these other guys… Kevin couldn’t help but feel like he was interfering. But at the same time? He felt like he belonged here. This town wasn’t as quiet and uneventful as people made it out to be in the brochure when he’d moved away here for a fresh start; the supposed “fire” at Starcourt, which was actually a chain of supernatural events all occurring at once… the Byers kid going missing… and that monster that took him over that year prior. That, and a corrupt mayor.

Maybe this place would be better than Bellwood? Hell, maybe better than New York?

They’d made it to the store. The trio headed inside.

“Outta the way, Keith.” Steve rolled his eyes, looking around for Robin.  
“No employee discount, then.” Keith, an employee with a large, solid build said, shooting a glare at Steve.  
“I’m not gonna rent a movie anyway. Where’s Buckley? You said she was working extra hours today.”  
“Over there by the Disney section.”

Surely enough, there was a girl with dirty blonde hair organizing the shelves of VHS tapes. She glanced at Steve and the kids with him and heaved a sigh.  
“What is it this time, Steve?”  
“Kevin, do your thing.” Dustin looked at Kevin.  
Touching a shelf, Kevin’s arm turned to the same composition as the shelf; wooden, with the paint job and everything. Robin looked on with wonder.

“Who’s the Superman?” She crossed her arms.  
“I’m Kevin. Kevin Levin, from Bellwood. I moved in about a year ago…”  
“Steve? Anything else to announce?”  
“We’re… gonna need your help with something, Robin.” Dustin twiddled his thumbs.  
“Go on.”  
“Remember that radio transmission that I said sounded like an alien?” Dustin looked at Robin.  
“It’s fake, Dustin.”  
“I recorded it on Weathertop the other day when I was talking to Suzie on Cerebro. I managed to get it on repeat. I recorded it on my Walkman. That’s why the audio’s shit.”  
“... You bought it… Steve.”  
“Look. Stranger things have happened in this town. If we can fight crazy Russians and monsters from another dimension, aliens can’t be out of the question, can they?”  
“Steve’s got a point,” Dustin added. Robin heaved a sigh and looked up.  
“Fair enough. Weathertop Hill, right?” Robin said, getting ready to leave.  
“Yeah. Mike, Lucas, and Max are there waiting for you.” Dustin added.  
“Look at you, having all of this planned out all in advance,” Robin said, smiling at Steve. “Good to know that you’re not a jock through and through.”

The group met up at Weathertop Hill to discuss the plan after they listened to the transmission again.

“So… you think that transmission is a conversation between that squid Gax guy Kevin explained… and something from the Upside Down?” Robin asked.  
“It’s gotta be. You heard it in the best quality possible.” Dustin replied.  
“They’re after the Gate. If we can get to it before Vilgax does, he’s toast. We’ll outnumber him.” Mike added.  
“Vilgax might bring his robotic drone things though as backup.” Max said, looking up at the sky.  
“You expect he’ll come into town, guns blazing?” Lucas replied.  
“No, he’s likely gonna make his ship invisible or something. He’ll hold his end of the bargain, it looks like, at least for now. I’ve teamed up with him once.” Kevin noted. “He’s gonna come alone from what I heard. The only time he’d actually go with his drones and stuff is if he actually felt like there was a threat, like that Ben guy I talked about.”  
“So… where to? Hawkins Lab or Starcourt’s ruins?”  
“Whichever one was used most recently,” Mike suggested. “If you tried to use something that’s been out of commission for a really long time, it’ll take a while to set up, right? The one at Starcourt was working just a couple months ago.”  
“Right. Starcourt’s ruins. Everyone ready?” Steve said as he got up to his feet.  
“We’re seriously going right now?” Max raised an eyebrow.  
“We can’t afford a goddamn space invasion in this town.” Steve shook his head. “We’re not gonna let this planet be the next Death Star, right, Henderson?”  
“Not the best analogy, Steve, but yeah. Let’s get going.” Dustin said as he packed his things.

It didn’t take long to get there. The mall… it was all closed down. This had all just been around a couple of months ago, but here it was, burned up and in ruins. If they were gonna try to break into the basement, how were they gonna do it?

“Alright, Kev. Do your thing… absorb something durable, and smash open an entrance!” Dustin cheered.

Wait. This was all on him? Alright… what to absorb… the concrete! That was it. Absorbing the concrete, Kevin smashed his way into the chain link fence, opening up a way through. As they made their way inside the mall… things looked worse than they did before. Shops in ruin, parts collapsed, places burnt…

“Where did you say the entrance to the base was?” Kevin asked.  
“It's outside around the back of the mall. We can take a shortcut through the employees only entrance at Scoops.” Robin added.

The group made their way towards what was once Scoops Ahoy. Steve had a solemn look as he passed it, and heaved a sigh. He opened a back door, then another door that led to a hallway. Pulling out a flashlight, he lit the way up for the group. Spider webs and dust were everywhere back here…

“Think we could steal a movie reel from the theater here?” Max nudged Kevin.  
“That’s not our priority,” Mike snapped. “Our priority is finding the entrance, getting into the base, finding the Gate, and beating down that alien.”  
“If there is one, that is.” Lucas added.  
Steve tried the exit door to the back portion in the mall. The door, however, was jammed.  
“Shit.” Steve gritted his teeth, trying to knock down the door.

Kevin absorbed the tile floor, broke down the door, and gave the group a thumbs up.  
“All good. Let’s keep going.”  
“Kevin’s kind of like The Thing from the X-Men, right? Kind of looks like him when he absorbs matter like that.” Mike looked to Lucas.  
“You’re right. Wish Will could see this guy…” Lucas replied.  
They made their way to the elevator, but Robin quickly brought something up.  
“Wait… how do we know if it’s still operational? The Russians left a long time ago.”  
“I can try to use my energy powers to get the elevator to operate…” Kevin suggested as he forced open the doors. Everyone followed him inside, and with a quick touch of a panel… nothing happened.  
Just then, Dustin got an idea. Pulling out some wires and a small battery, he got the idea to make a circuit to re-energize the panel.  
“Dustin? What are you doing?” Mike asked.  
“I’m gonna get the elevator up and running. Kevin? Hold these two wires in one hand, and touch the panel with the other. We gotta let the circuit go through a couple times before we get the elevator going.”  
“Got it.” Kevin held on to the wires as Dustin attached them to a battery. With a small tickling sensation as the voltage began to increase, the elevator whirred to life… and a smell like burnt popcorn filled the room.  
“Dustin, you burnt out the battery.” Lucas shook his head.  
“It was worth a shot. At least it’s working now.”  
“How are we gonna get back up?” Mike crosses his arms.  
“Relax. The elevator can’t be the only way up. There’s gotta be another elevator or something.” Robin added.  
“And if there isn’t…?”  
“Well, at least we made it here.”  
“Didn’t think this plan out all that well, did we?”  
“No.”

The elevator arrived at the location, and the doors opened up. Dustin crossed his fingers in hope that the elevator wouldn’t shut off… but it didn’t. The power remained on… in fact, the entire base was up and running… it was as if someone had reactivated it all.  
“Someone’s gotta be down here. This is suspicious.”  
“No shit, Sherlock.”  
“If it’s Vilgax, and we end up being caught...”  
“We won’t. We’ll kick his ass.”  
“Steve, you’re gonna go up against an alien.”  
“ _We’re_ gonna go up against an alien. Kevin’s gonna be the powerhouse here, and we’ll all fight.”

“Even if that’s true, we can’t just charge in. We gotta get the first hit on him.”  
“Right.”

“Who goes there?” A voice spoke from the dark beyond in the ruins of the base.  
“It’s him. He knows we’re here.” Kevin mumbled.  
“We need to get the first hit in. We outnumber him seven to one.” Steve looked to Kevin.  
“Numbers don’t mean anything against Vilgax! He’s a space warlord, for godsakes!” Kevin mumbled again.  
“Show yourselves!” The voice roared, and a laser was fired towards the group, bringing down some rubble. As the rubble rose up, a squid-like face upon a very well-built, armored body was visible. It was Vilgax after all.  
“Laser eyes, check. Yep. We’re dead meat.” Dustin whimpered.  
“Not if we rush him from all sorts of angles. Everyone, we need to split up. If he gets too close to someone, get his attention. I’ll try to blind him with the wrist rocket.”  
“Lucas, he has laser eyes. He’s gonna destroy the rubble you toss at him.” Mike complained.  
“Not if he’s busy trying to attack someone else. Let’s go!” Lucas attempted to commandeer the group.  
“Who put you in charge?” Max raised an eyebrow.  
“No time for that! Go! Everyone spread out. Kevin? You fight him first. We need to make it to the Gate!”

Everyone rolled their eyes and followed Lucas’ orders and spread throughout the ruins, attempting to attack Vilgax in a strategic manner by luring him to one spot, and then to another.  
“Intruders. Nuisances. Eon? I’m afraid the new energy source I promised you might have to wait.” 

End of Chapter 4


	5. The Ride Back

**Summary for the Chapter:**

> With the defeat of the Lich and Vilgax, both adventures seem to come to an end... but one of Ben's old foes returns and appears in Hawkins, leading to another adventure.

Chapter 5: The Ride Back

“Intruders. Nuisances. Eon? I’m afraid the new energy source I promised you might have to wait.”  
“Prepare to die, squidface!” Dustin screeched as he ran over with an electrified baton and zapped Vilgax with it.  
“You insolent human child: you know not what you’re dealing with!”  
“Hands off Henderson!” Steve struck Vilgax with his spiked bat hard enough to stun him.

“Lucas! Now!” Mike yelled.  
Lucas shot a piece of rubble toward the back of Vilgax’s head as he attempted to smash down on Steve, and it forced him to turn around and fire another burst of lasers from his eyes. Kevin slid out from behind a chunk of debris and then smashed a concrete fist into Vilgax, doing enough to knock him slightly back. Mike, Robin, and Max ran in and charged with makeshift weapons and scraps found among the debris; everyone was pitching in.

“Insolent humans! You do not know the affair you have interloped with! It does not concern you!”

“Can it!” Kevin jumped up and punched out Vilgax’s face… which was enough to aggravate him and force him to try an alternative attacking strategy. Vilgax unsheathed an energy blade and slammed the blade into the ground, creating a shockwave that split the groups apart.

“The Gate… it’s being opened by a machine! We need to get it destroyed! Let’s try and lure him over there if you can’t smash it, Kevin!” Mike yelled at the other group.  
“It was foolish to announce your plan, boy! I’m afraid the fun stops here, interlopers.”  
“Who said we were having fun? We’re in a life-or-death situation here!” Dustin screamed.  
“Life-or-death? I believe you’ve already sealed your fates in the latter.”

“SHUT UP!” Kevin shapeshifted his arm into a hammer and attempted to smack Vilgax away, before nearly getting his arm cleaved off afterward by the energy blade.  
“Delinquent… I see you’ve escaped from the Null Void. Shame to see that you won’t live after this...”  
“KEVIN! YOUR ARM!” Steve screamed.  
“TRY NOT TO THINK ABOUT IT! BREAK THE MACHINE! GO HAM ON IT! I’LL FINISH VILGAX OFF!” Kevin screamed in response.  
“And you’ve finally found a band of misfits to take you in. Amusing.”  
\---------------------------------------------------------------------------------  
Ben finally recovered from that headache from using the Demogorgon in combat… and looked to his partners on this mission.  
“Is everyone ready? I think the Lich should be coming out any time now.”  
“Better than ready, Will. It’s hero time.”  
“Hero time?” Eleven looked to Ben with an odd look on her face.  
“That’s my catchphrase. Each one of the aliens in the Omnitrix is a hero I turn into when I fight bad guys. Also, it’s a watch, so… time? Yeah. It’s… a pun, I guess.”  
“You’re really dedicated to the whole hero shtick, Ben. But we’ve got to keep our eyes open… there he is!”

A shadow among the trees and hellish landscape ambled toward the group, accompanied by a few monsters beside him.  
“Demodogs.” Eleven mumbled.  
“Those things from that dream…” Ben readied his hand above the Omnitrix.  
“Keep your guard up!” Will readied his staff.

“The Gate will be opened. Monsters and carnage will spill out upon your world, and revenge will be exacted.” The Lich spoke as it outstretched its arm and ordered the demodogs to attack.

With a burst of psychokinetic energy, El was able to knock some of the demodogs away and buy Ben time to transform.  
“Alright, Omnitrix! Gimme something good! Gimme something cool! Four Arms! Frankenstrike! Diamondhead! Jetray!” Ben fiddled with the Omnitrix, and slammed down on the dial turning into… Big Chill, a big blue moth-like alien capable of becoming intangible and freezing things solid.

“Mothra? Mothman? What’s this one?” Will raised his eyebrow as he swung his wooden staff to knock away some demodogs.

“Big Chill. I guess I did say cool… this’ll do.” Ben took to the skies and breathed out cold, icy breath that froze some of the demodogs solid… and the Lich took to the skies as well, mimicking Big Chill and attempting to freeze Will and Eleven.

“El! Shatter them!” Will pointed to the demodogs as he dodged the smoggy, icy breath.  
“Why?”  
“You can use the shards like a knife or something to stab them with. Then we can focus on the Lich and finish him off!”  
“Okay!” Eleven shattered the ice with her psychic powers, and redirected the shards into the demodogs, piercing through them like a sharp blade. Will winced in disgust as the attack went through, though some of the demo-blood managed to squirt onto him.

\---------------------------------------------------------------------------------  
As Steve and other members of the party attempted to smash the machine, Kevin fought hard against Vilgax, finding ways to block his sword strikes with debris and landing a couple of punches. It was then Dustin, Mike, and Lucas got an idea.  
“Kevin absorbs matter, right? The big guy’s covered in red armor. If we can get him to absorb some of it, he could take some hits better… and maybe get his arm back.” Mike suggested.  
“But how are we gonna slow Cthulhu down? He’s a juggernaut, Mike!” Dustin pointed as Vilgax loomed over Kevin and attempted to crush him… only to narrowly miss.  
“Lucas? Got any ideas?” Mike looked at Lucas.  
“Only trying to get him with my wrist rocket.”  
“That’ll work. We’ll go in for a distraction.”  
“Where are you shitheads going?” Steve looked to the trio as he continued smashing away at the machine destroying the gate. His face was bruised and his hair was covered with debris… not unlike everyone else there caught in the fight.

“Don’t worry, Steve! We got this!” Dustin gave a thumbs up and ran in with the electric baton to try and get a hit on Vilgax. Mike was using a crowbar that he found among the debris, and Lucas shot his wrist rocket; it was enough to divert Vilgax’s attention. As the trio dodged for their lives, Mike gestured to Vilgax’s armor. They managed to hold their own, but it wouldn’t last.

“YOU GUYS ARE GONNA GET KILLED!” Kevin screamed, looking on at the trio in horror as Mike and Lucas flew and collapsed to the ground after Vilgax hit them with a low sweep. If they died here, it’d be all his fault… he couldn’t live with that. But… was Mike pointing to something? The armor! That’s it! Using his available hand to touch the armor, he absorbed the matter into his body, allowing him to regrow his arm and become much more durable. He then attempted to hold back Vilgax’s sword slashes with both hands… and at that moment, the beam opening up the Gate closed.

“Levin! Kick his ass!” Steve cheered.  
Kevin smirked and put all of his might and willpower into yanking Vilgax’s greatsword out of his arms and into a wall and then went in for a punch to the face. Vilgax’s laser eyes did nothing against his own armor.  
With a loud metallic CLANG, Vilgax collapsed to the ground… and was knocked out. The group of misfits had barely managed to win. As Kevin made his way to the roughed up group of rag-tag “soldiers,” they offered him a high five, with Kevin happily accepting.

“Let’s get out of here. We got what we came for. The machine’s destroyed.” Kevin looked to the destroyed device.  
“How do we keep him from repairing it once he gets back up?” Max asked.  
“Easy. We take some of the parts with us.” Robin took some of the wirings and slung it over her shoulder.  
“I could try to use these to enhance Cerebro, maybe…” Dustin looked at some of the parts and boards that had been removed from the machine… and put them in his backpack.  
“Alright. Can we get out of here now? I don’t want to risk you guys getting into more danger than I already put all of you in.”

“We’ve been through crazier stuff, man. Fighting an armored squid wasn’t the worst thing we’ve been through. Besides, we’re all out in one piece.” Steve laughed.  
“Not me. I was in two pieces earlier, when I lost my arm.” Kevin had an odd expression on his face as he laughed in response.  
“And you grew it back… somehow?”  
“Just don’t think about it too hard.”  
\---------------------------------------------------------------------------------  
Ben had transformed into Wildmutt, and was charging toward the Lich at a breakneck pace. Various demodog corpses lay around the clearing, with some charred, frozen, pierced by diamonds, electrocuted, or held down by a gooey adhesive. The fight had been going on for quite a while, it seemed like. Eleven was able to help out a ton with her powers, and Will was able to knock down a couple of demodogs. But for Ben, things looked like a stalemate.  
“How the hell do I take this thing down? It’s like it knows my every move with all of my best aliens.” Ben yelled as he reverted to human form.  
“Try something a bit unconventional! Something scary or crazy.” Will screamed.  
“Nanomech? Upgrade? Whampire?” Ben quickly ran through the dial with all sorts of options.  
“Pick fast!” Eleven screamed, and Ben bit his lip, slamming his hand on the dial and picking an alien he hadn’t used in four years… Ghostfreak. Like a ghostly phantom, a free spirit, an eerie apparition, Ben floated above the ground. There was something unnerving about this form… but he wouldn’t let it bother him anymore.

Ben cracked his knuckles and wound up his arms as Ghostfreak. For whatever reason, he felt a lot… freer in this form. Wait. Was this Zs'skayr? No. No… it was all Ben this time. No trace of anything else here but a ghostly Ectonurite version of Ben.  
“Scary, huh?” Ben said with a sneer on his face… and let loose black and purple tentacle-like tendrils upon the Lich to ensnare it. With a quick toss forward and a quick toss backward, and a slam to the ground, the Lich struggled to retaliate. Ben followed up with a punch, sending the Lich flying into a tree. Seems like Ghostfreak had an advantage… the Lich couldn’t mimic something that was dead.

“Ghost… scary.” Eleven chuckled to herself and pulled the Lich over to Ben for a couple more hits. Ben let himself lose on the shadowy clone again. As it was struck, it took on various forms… only to default to Ben for the final hit. It collapsed to the ground… and began to ooze some sort of liquid.  
“Blood…?” Ben raised an eyebrow as he returned to human form.  
“Demogorgon blood… and something else.” Will looked closely at the Lich. “Well, if it does happen to be a Demogorgon of some kind… we finish it off like one. Ben? Go Heatblast.”  
“Gotcha. Let’s roast this marshmallow.” Ben quickly transformed into Heatblast, and shot a powerful stream of flame to burn up the Lich, leaving no trace behind but scorch marks upon the ground.  
“Now we go back?” El looked at Ben as he finished the job.  
“Yep. We go back to Bellwood. Hope I’m ready for another headache…” Ben switched forms to the Demogorgon, tore open a hole in the ground… and the trio wound up back in the woods in Bellwood, and Ben quickly transformed back, clenching his head. Thankfully, this time, it didn’t hurt as much.  
“Good job, Ben. Remember, you’ve got drop-off duty with the Byers. You know where their house is, right?” A voice spoke from Ben’s watch… It was Gwen.

“I know the way. We can take it from here.” Will smiled at Ben, and gave him a thumbs up. Ben’s work as a superhero… it seemed to leave quite an impression on Will. Ben nodded and took notice the Omnitrix was on recharge mode… and contacted Gwen.  
“Gwen? Can you get Grandpa Max to pick me up? I’m gonna see the Byers off at their place.”  
“Will do, doofus.”  
“Dweeb.”  
“Geek.”  
“Nerd!”  
A fit of laughter between the two followed this exchange. Will looked at Eleven, wishing that he could have this sort of friendship with her. The two had been living together as siblings for months now, but they haven’t really felt like family just yet. He heaved a sigh.

It didn’t take too long for Will to find his way home. There he rang the doorbell, with his clothes torn and somewhat stained. Will quickly realized that this might pose an issue, and hesitated, looking at Eleven, then at Ben.  
“What?”  
“Mom. If I told her I was out monster hunting with you, I’ll never hear the end of it.”  
“Shit…” Ben muttered, “Well, is anyone else home?” He looked toward the garage and saw a car pull in.  
“That’s Mom’s car.” Will quickly added. “She must have come back from work right now…”  
The door of the Byers house opened, and it was a teenager with shaggy hair and a camera around his neck.  
“Jonathan! Come on, hurry. Get us inside! I need to change real quick.”  
“Where have you been? What’s with the stains and tears on your… wait. Were you…” The teenager murmured as he looked over Will and Eleven.  
“Jonathan, there’s no time! Just get us inside! Stall Mom! That’s Ben, by the way, a classmate from school. I told you about him yesterday.” Will whispered as he scrambled inside the house with Eleven.  
“Hi… Jonathan, was it?” Ben smiled to Jonathan.  
“Yeah. Jonathan. Ben, right? Was Will okay during all of that monster hunting?”  
“He was fine. A little scared, but then again, who wouldn’t be? My grandpa will be here to pick me up in just a few, just go and help Will and El.”  
“Got it. Mom’ll freak if she manages to find out where they’ve been…”  
“Whose parents wouldn’t? I gotta get going too. See you.” Ben nodded and ran off.

Bellwood, New Jersey  
November 11th 1985

It was about 1:00am in the morning. Thoughts and memories coursed through Ben’s mind, but these memories weren’t his own… but they were fairly recent. So this is what Eleven’s powers were like? As Ben stood in the black void, he saw Will sulking in his room. As Ben drew close towards Will, memories manifested in his mind. An argument…?  
“The town was in danger, Mom! I felt it! I had no choice. We have keep the world safe from the Upside Down!”  
“And you went without my permission with a stranger you don’t even know! Do you have any idea what sort of thing could have gone wrong? You’ve got fluid and bits all over your shirt! Both you and Eleven. I know you two are trying to do the right thing, but I can’t let you two just go out like that. I’m supposed to keep you safe. You’re supposed to tell me.”  
“And have you freak out and panic like this? Mom. I’m fourteen. I’m old enough to handle myself, and Eleven’s got her powers back. We’re both safe, and we have Ben to thank for this… twice.”  
“Ben? That’s the kid you’re hanging out with? I’m gonna have a word with his parents about this. He can’t put his life in danger like this...”  
“He’s been doing it since he was ten! He’s like a superhero, Mom! You can trust him!”  
“And you’re still making up stories with this? A boy who can turn into aliens? Him? A superhero? While I love your imagination, please. Now isn’t the time. Will, Eleven, you’re both grounded for a month. What you did was dangerous—you could have gotten yourselves killed back there, and I don’t know how I’d deal with that. You two need to stay safe, at home. Besides, you’re already done taking that monster down, aren’t you?”  
“Yes… We beat the Monster. But what about Thanksgiving?”  
“I can rule out an exception on that being around the end of the month, but for the love of God, just stay safe. Don’t go looking for trouble. Ben sounds like trouble.”

Ben quickly left the memory. He didn’t like being forced into this sort of thing. This uncomfortable feeling of fear and guilt… putting others in danger… this wouldn’t help him sleep. But something else arose in his mind. A man in a cloak, wearing a mask… could it be…? Eon?

What a blast from the past… that was three years ago. Eon… Eon was still alive and out there, somewhere on Earth. But wasn't he killed? What was he planning? Ben reached out to look into that memory… but something was obscuring it. However, he could hear it just fine.

“So those outcasts managed to close the Gate and outsmart Vilgax.” The man in the mask spoke. “With Vilgax arrested, they might think their adventure has come to a close. But it’s far from that. Even with my creation subdued, I’ve harnessed enough data and energy to shape this universe in my image. So what if the Hands are destroyed? I’ve acquiesced something stronger… and I’ve found the perfect place to execute my plan. This small town in Indiana… this is where the source is strongest… and by extension, where I am strongest.”  
The memory began to clear up… and Eon shot a time ray towards a map of Hawkins, and Ben woke up with a start.

It was 8:00am in the morning. It wasn’t a dream, was it? He had to warn Will and Eleven. But they were grounded, weren’t they? What could they do in this sort of situation? It was tense. The best he could do would be to tell Gwen and Grandpa Max. But first things first, breakfast. Ben quickly stuffed his face with his breakfast and headed out to the trailer park where the Rustbucket would be.

“What’s with the look? You look like you’ve seen a ghost.” Grandpa Max raised an eyebrow.  
“Eon’s back.”  
“Look, you probably just had a nightmare from eating ice cream last night or something…” Gwen brushed him off. “We finished him off four years ago.”  
“No. I had like… this vision. He’s targeting this small town in Indiana, and says it’s some source of power or something.”  
“Where in Indiana?” Grandpa Max asked, suddenly growing interested.  
“Hawkins. Hawkins, Indiana.”  
“Conveniently enough, I was going to make my way over there later today to help apprehend Vilgax, who'd recently been sighted there under some rubble. We’re gonna be taking him to the Null Void. Assuming you finish all of your homework, Ben… we could make our way over there and see if what you saw was true, and stop Eon. How’s that sound?”  
“Sounds something we’d do over the summer. Not bad for a weekend trip. When do we leave? How long is the trip?”  
“Around three in the afternoon, maybe about eleven hours or so. Can you get your homework done until then?”  
“I think so. And Upgrade could give us a boost. Gwen? Are you coming with us?”  
“I don’t have any other plans for the weekend.”  
“Looks like we’re headed on a weekend trip. I’ll see you guys later. I… I need to work on my homework.”

That was a lie. Above all else, he had to warn Will and Eleven that Hawkins was in danger. But they were grounded… and he probably wasn’t allowed to hang out at their house, considering what he heard from that memory.

Wait. What if he just snuck in, completely unnoticed? He had a couple of aliens for that. ChamAlien, Nanomech, and Grey Matter could be used for this sort of stealth mission. And that was the plan. Sneak in… warn Will and Eleven, go back to the RV, and finish up that assignment.

Sounded easy enough. Ben biked on over to the Byers household over in Bellwood, and made a turn to the left, hid his bike in the bushes, and readied the Omnitrix. With a few button presses, Ben selected a set of aliens and picked out Nanomech among them. In a flash of light, Ben had shrunk down into a somewhat insect-like metallic droid. Given that he was only about one or two inches tall in this form, it’d be easy to sneak into the house unnoticed, provided he doesn’t buzz those wings too loudly. If things got worse, he could shrink down a bit further, but it’d be harder for Will and El to take notice.  
With a deep breath, Ben took off in flight toward an open window in what he assumed would be Will’s room… and his deductions were correct. What was he doing? Drawing?  
Huh. That was it. Will was drawing something. For a kid his age, he was a really talented artist. From what he could make out in that drawing as he flew in a little close, it looked like Heatblast and a wizard shooting a stream of flame at a bunch of goblin monsters.  
“Nice drawing,” Ben spoke.  
Will jumped back in fear, looking around for the source of the voice. He wasn’t aware that Ben was in the room, it seemed.  
“Don’t worry! It’s Ben.” Ben glided down toward Will’s drawing and Nanomech’s “helmet” retracted, revealing his face.  
“What… how are you—mom’ll freak…”  
“Shhh! Look. Something bad's gonna happen over in Hawkins. This guy I fought four years ago, Eon… I thought I finished him off, but he’s back… and he’s found some sort of thing in Hawkins. I don’t have a good feeling about it at all. So I’m leaving town tonight for the weekend to take him down. Your friends might be in danger. Call them up and give them a warning for me, please?”  
“I’m not gonna let you go alone.”  
“What?” Ben didn’t expect this answer. “You’re grounded. What are you gonna do? He’s got time powers! He could turn you into a baby or age you into dust!”  
“That place has done a lot for me. Despite everything that’s happened there, all that bad stuff… I want to keep that place safe for me and my friends if I ever go back. If I have to kick this Eon guy’s ass to do that, I’ll do it. I’ll be right by your side.”  
“But you’re grounded.”  
“I’m coming with you, grounded or not. I want to help you fight Eon. I… have this feeling that you’re gonna need all the help you can get.”  
“You don’t have any powers. What can you do against Eon? You need to stay here where it’s safe.”  
“I’m not going to let you do this alone. I’m going with you, whether you like it or not.”  
Ben heaved a sigh and let down his helmet, flying out the window again and off to go to get his bike and to the Rustbucket.  
“I’m going to Hawkins with Ben. Hawkins is in danger. See if you can sense anything there. I’ll chase after Ben’s bike. Don’t let Mom worry once she gets back home from work.” Will spoke on his SUPERCOM radio to Eleven and began to pack some things of his. His Will the Wise robe, his wooden staff, and some crayons and colored pencils.  
As Eleven tried to speak up on the SUPERCOM radio, Will had already run out the door and got on his bike, chasing after Ben as fast as he could on his bike.  
“Don’t you give up? You’re gonna die out there! Stay home!” Ben screamed.  
“Those are my friends in danger! That’s my hometown in danger! And you think I’m gonna let you do it alone? You’re crazy, Ben Tennyson! Who cares if I’m grounded? Who cares if I don’t have powers? I need to help keep that place safe!”  
“Aren’t you afraid?”  
“Of course I am! That’s why I’m going to help! I need to do something about it, don’t I? I’m going with you!”  
“Fine. You can help. But what about Eleven?”  
“She’s smart enough to think of a way to join up with us later. Where are you headed?”  
“My grandpa’s RV. I was just about to head back over there to work on my homework, and then we get going.”  
“Lead the way, then!”

The two boys managed to make their way to Rustbucket. Ben headed inside first, with Will going inside afterward.  
“Welcome back, Ben. Finished up that assignment?” Grandpa Max asked.  
“Nah. I couldn’t focus. I’ll do my assignment here. But uh… question. Can I bring my friend Will with us on this trip?” Ben replies.  
“Did his parents say it was all right? And… does he know about the—”  
“Yeah, Mom said it’s okay.” Will lied. “When are we leaving? Trip would take about eleven hours or so, right? We should get on the road soon.”  
“Yeah. We should get ahead of the traffic. We can work on homework in the meantime.” Ben suggested, going with Will’s lie.  
“Ben, I don’t think it’s safe for Will to be in Hawkins if Eon’s around.” Grandpa Max whispered.  
“I’ll give him a couple Charms to keep him safe.” Gwen piped up from the seat behind.  
“We need to get going, Grandpa. Don’t worry. He’ll be fine with the Charms. He’s got to go to Hawkins for some personal business.” Ben added.  
Grandpa Max raised a brow and got the RV started.

And thus began the road trip to Hawkins. The homework didn’t take long to compete, and Will got back to work one of his drawings… and momentarily Gwen came back with a box from some compartment in the RV, and handed it to Will.  
“The Charms of Bezel… and with it is my spellbook.”  
“Wait. You do actual magic?” Will said as he picked up the charms and looked through the spellbook.  
“Yeah. Look. If Ben roped you up into this Eon thing, you need to have more self-defense than just a stick. Magic should help… and if we get the chance, we could nab you a Null Void projector.”  
“Null Void projector?”  
“We’ll explain later.”  
“Kids? Look. I don’t know Will. How do you know if he’s someone you can trust with this sort of info?”  
Suddenly, HONK.

Will’s eyes went wide as he looked outside the window. Quickly he hid the charms in his pocket and the spell boom under a seat compartment.  
“What’s wrong?” Ben asked before Will pointed to the driver of a car right beside them on the street. It was a woman with a very angry look on her face.  
“Mom found me out.”  
“Shit.”  
“Ben! Language!” Grandpa Max yelled.  
“Sorry!”

“They’re driving away.”  
“Pull them over, Eleven! I wanna have a talk with them and Will.”  
“Mom! You’re overreacting over all of this. If he ran away from home to go with Ben, it had to be for a good reason.”  
“Jonathan, whose side are you on?”  
Eleven used her powers to force the Rustbucket to take the same exit that Will’s mom was taking towards a gas station.

“Gwen, quit it with the magic!” Grandpa Max yelled.  
“It’s not me!”  
“Who else would it be?” Grandpa Max said as he tried to resist the wheel turning.  
“Eleven, why’d you have to rat me out?” Will muttered under his breath.  
“If she ratted you out, she had to do it for a good reason. I don’t think she wanted to get you in trouble.” Gwen suggested.  
“And what reason would that be?” Will replied.

They were pulled over and parked at the gas station. Eleven opened the door of the RV, and out stepped Will’s mom from her car, staring up at Grandpa Max, then at her son from the seat in the back.

Everyone had gotten out of the RV and sat down at a table near the convenience store.

“Look. I grounded you both for a reason, and you run away from home? I’m trying to keep you safe and away from going back to that place. I know you miss Hawkins, but it’s not safe there. And Ben… he's a bad influence.”  
“Bad influence? Look, Mrs. Byers, I…”  
“I’ll talk to you later, okay, sweetie?”  
“Will wasn’t lying. He was telling you the truth last night. Everything he told you was true. I’m a superhero, and I’ve been fighting aliens and supernatural threats since I was ten.”  
Gwen used her magic to set up a barrier around the group, and Ben used the Omnitrix to turn into the Demogorgon… and Mrs. Byers screamed.  
“Different transformation, Ben! Different one!”  
Ben screeched and turned into Wildmutt… then into Jetray.  
“How… how do you do that?”  
“It’s the watch.” Ben spoke and returned to normal. “Not a lot of people are allowed to know about my secret identity. Not even my parents.”  
Mrs. Byers wasn’t sure whether to be afraid, intrigued, or angry, but she suddenly remembered her purpose for being there, and looked to Grandpa Max.  
“Your grandson… you let him put himself in danger like that?”  
“I’ve taught him how to use that watch, the Omnitrix, to protect himself and others. It’s not a toy he can just use and play with. He’s learned that by now.”  
"Being a hero isn't always what it's made out to be. I'm under pressure 24/7 to keep the planet safe. And I've been doing it since I was ten. Cut me some slack, will you?” Ben looked to Mrs. Byers.  
Moments passed.

“Your secret is safe with me.” Mrs. Byers spoke. “Jonathan?”  
Jonathan did the same motion.  
“Gwen also has magic, and Grandpa Max here is an intergalactic space cop known as a Plumber. He still helps keep things in line, even if he is formally retired.” Ben added.  
Grandpa Max suddenly had this look in his eye like he recognized Mrs. Byers from somewhere.

“Your name wouldn’t happen to be Joyce, would it?” Grandpa Max spoke.  
“You know my name?”  
“I… had to wipe your memory decades ago when you and a friend of yours came across an alien at school.”  
“I knew you looked familiar… but I don’t remember that at all. Guess that sort of makes sense.”

“How long do I have to keep this barrier up?” Gwen grunted.  
Grandpa Max looked to Gwen and nodded… and Gwen brought down the barrier.

“So why are you going to Hawkins again?” Joyce asked.  
“There’s this alien fiend named Eon who we defeated four years ago. Supposedly he’s come back…”  
“And he plans to use some sort of energy from there to power himself up and shape the universe in his image. We need to get there pronto.” Ben added.  
“But they might need backup.” Will suggested. “If he’s using stuff from the Upside Down, we need to team up with the old gang to help stop him.”  
“Old gang? You mean your friends in Hawkins?” Ben asked.  
“Yeah. Mike, Dustin, Lucas, Max, and Steve, to name a few.”  
“The trip is eleven hours. We need to get back on the road, then.” Jonathan suggested.  
The seven all nodded and headed into their vehicles and returned to the road as if nothing had happened. Both were en route to Hawkins. The next part of the adventure had begun.

End of Chapter 5


	6. Lost Time

**Summary for the Chapter:**

> Ben takes on the threat in Hawkins.

Hawkins, Indiana  
November 12th, 1985

It was pretty late at night when they arrived, definitely past midnight. The next day had already begun, but it wasn’t morning just yet. The seven road trippers took up two rooms in the motel. Gwen, Will, and Eleven and Ben all shared a bedroom with one bed. However, Eleven and Gwen would have the bed, and the boys would lie on the floor with sleeping-bags. Ben lost a bet to Gwen on the ride to Hawkins.

As for how the road trip went, there was a stop at a gas station for the Rustbucket and Joyce’s station wagon. Gwen managed to give Will her spellbook at the stop, and not much else ensued, beyond Ben causing mischief on the trip with Omnitrix-focused pranks.

Those antics soon came to a halt when they’d arrived in Hawkins. As Gwen and Eleven were asleep, Ben couldn’t help but feel some sense of dread as he thought about how they could take on Eon.  
“Eleven’s got her powers. I’ve got the Omnitrix. Gwen’s got magic…”  
“I’m learning magic too, you know.” Will was partially under his sleeping bag, with a small flashlight, looking through Gwen’s spellbook. He picked up Hex’s staff, and raised it slightly. “Cotigo!” The tip of the staff glowed blue, and Will summoned a blue transparent barrier. He then lowered the staff, and the barrier disappeared.  
“That’s a basic one. I don’t know if you can learn it all in time for when we take on Eon, because… well… he has time powers. And what about your friends? Can they do anything about Eon?”  
“My friend Steve has a spiked bat. Dustin’s got smarts and knows how to use all sorts of technology. Max is a ‘zoomer’, she does really cool things with her skateboard… and Mike? Mike was the Dungeon Master in our old campaigns. If he was able to help fight off the demodogs last year, and rescue Eleven from the Mind Flayer back during the summer… he can definitely help. We all can do something to help fight off Eon.”  
“But they’re all normal people. They’re not superheroes like me and El.”  
“We’ve taken risks before, Ben. I took a risk in going with you into the Upside Down despite not having any powers. I did what I could to try and fight off the demodogs. Illuminatus!” Will created a light from the tip of the staff, and quickly dimmed it down. “And now I can do more. Besides, didn’t you say I could help?”  
“I’m having second thoughts about all of this. And the stuff we gave you? She’s only letting you borrow it, remember? Gwen told you to give it back to her if we make it out alive.”  
“I know. Adfishio Potentia.” Will spoke, firing a weak beam of blue energy from the tip of his staff.  
“Careful with those spells. You’ll blow out the windows.” Ben whispered.  
“Right, maybe I’m better off practicing in the morning.”  
“Wait. What’s that in your backpack? That dark indigo cloth with stars?”  
“That’s… my Will the Wise costume.”  
“Will the Wise? Is that some sort of D&D thing?”  
“Yeah. He was my player character… a super powerful and wise mage who could shoot green fireballs from his staff, or cast a durable protection spell.”  
“Kind of weird that you can actually do some of those now, isn’t it?”  
“Yeah, but it’s cool, too. It’s like I’m actually becoming Will the Wise.”  
“Let’s see how Eon does against double magic, telekinesis, and my aliens.”  
“And my friends. We can’t forget them.” Will added.  
Ben was about to suggest against bringing them… but stopped himself. He trusted Will’s judgement. From what he remembered from his time in that dream-like void, he and his friends were really close. They went at all costs to protect him and keep him safe… especially the one with that weird, somewhat frog-like face.  
“Got any sleeping spells? I don’t have any plans on staying up till two-o-clock.”  
“Yeah. Somnus!”

The four kids were up first at 9:00am. As they waited for the other group to wake up, Will and Gwen practiced some spells outside.  
“Alright. Aquata Risa Spackwata!” Gwen outstretched her palm, and geysers of water rose up from the ground.  
“Aquata Risa Spackwata!” Will did the same spell, albeit slightly weaker.  
“You’ve been getting some practice in. Now, try and cover up the holes brought out by the waterspouts. Don’t want to be accused of property damage.”  
“Sinnyu Invisibus.” The asphalt debris from the previous spell was used to fill in the holes left by the water spouts.  
“Beginner’s luck. Thought you’d screw that up… Alright. Next spell. BEN! CAN YOU TURN INTO XLR8 OR CANNONBOLT?”  
With a flash of green light seen from the window, Ben had used the Omnitrix, attempting to turn into XLR8. But from what soft, high-pitched voice could be heard in the distance, it seemed to be that Ben mistransformed.  
“Are you kidding me? Grey Matter, AGAIN? I ask for Buzzshock to help with the broken light in the bathroom, and I get Grey Matter. I ask for XLR8, and I get Grey Matter. Not my day. You better get your act together for the big face-off against Eon, Omnitrix!” Ben’s voice could be heard. Eleven opened the door, and walked over to Gwen, with something cupped in her hands. After a couple seconds, she presented Ben, who had transformed into Grey Matter.  
“Ta-da!”  
“Don’t patronize me.” Ben rolled his eyes.  
“Huh. Well, the spell should still work. C’mon, Ben. Sorry for what I’m about to do.” Gwen picked up Grey Matter.  
“Wait, what? What are you gonna do?”  
“Will? Have you ever played baseball before?”  
“Yeah, back in elementary school.”  
“Right. What I’m gonna do is-”  
“Gwen, I am not a baseball!” Grey Matter chimed in.  
“I’m not finished, Ben. Besides, you’re smart enough to land on your feet if he misses.”  
“So he’s gonna hit me with the staff?” Grey Matter whimpered.  
“Just stop complaining. You’re not gonna get hurt.” Gwen shook her head, and tossed Grey Matter towards Will. “Try Tardis Motis!”

“Tardis Motis.”  
As Grey Matter was flung through the air, he quickly found that his air speed and velocity had decreased… and that he had a dark blue glow around him. The tip of Will’s staff was glowing. The spell had worked.  
“Huh. Interesting. Sudden velocity decrease… slower air speed… and my descent is much slower… by approximately 43%. As much as I disagree with the properties of magic, William’s spellcasting ability is very solid for a beginner.”  
“Uh… thanks.” Will spoke as he caught Grey Matter and set him down on the ground. “Gwen, that wasn’t very nice. Couldn’t you have thrown an actual baseball?”  
“You need to be prepared for the unexpected. Things are gonna be thrown at you in all sorts of different ways. Have you seen the Karate Kid?”  
“What does that have to do with magic?”  
“When Johnny broke Daniel’s leg, what did Daniel do while he was injured?”  
“Use the crane kick?”  
“Yeah. You’re going to need to improvise. You might need to use all you can if Eon throws you a curveball.”

“Alright, lesson’s over.” Ben said as he transformed back to his human self, looking at Gwen with an annoyed look on his face. “Where and when are we gonna meet up with your friends, Will?”  
“At Maple Street at around 10:00 for breakfast and a game plan. It’s not too far from here. At least a bike ride away, but I didn’t bring my bike.”  
“I brought a spare hoverboard with me from the Rustbucket. My friend Tetrax gave me two.”  
“A hoverboard? Who’s Tetrax?” Will looked at Ben with awe as he set down two card-like devices on the ground. They quickly formed into hoverboards, which levitated off the ground slightly.  
“Tetrax is a Diamondhead who tried to hunt me for my watch back when we first met. But now we’re buddies. He helped take me into space when my watch was gonna blow up the galaxy. I think I kind of glossed over that last week when I talked about my superhero backstory stuff.”

Just then, the door of the other motel suite opened. Out walked Grandpa Max, Joyce, and Jonathan. They seemed to have had some sort of argument, and it seems like Joyce was winning the argument here.  
“Vilgax isn’t safe for you people to be around. You need to help the kids.”  
“So what if he is an alien? If he’s a threat to this town, I want him OUT. I want him off of the planet and put in whatever crazy prison you space cops put him in. If he tried to kill your grandchildren, he wouldn’t hesitate to kill my children. I’m going to help you, whether you like it or NOT!”  
“Mom. Mom. Relax. Save that energy for when we actually arrest the guy, alright?” Jonathan tried to console his mom… and it seemed like it didn’t work… that is, until Joyce took notice of her son and recently fostered daughter.  
“There you guys are. I told you to knock and tell us when you were up.”  
“We woke up at eight-three-zero.” Eleven replied.  
“Eight thirty.” Will corrected Eleven. “Besides, you and Ben’s grandpa were up driving for ten and a half hours. You guys deserved a couple more moments of sleep.”  
“Thanks for being considerate, you two. Ben? Gwen? You two keep my babies safe. Where are you headed?” Joyce eyed Ben and Gwen carefully.  
“Babies? Mom! Please, stop.” Will looked a bit embarrassed by this comment. “We’re going to meet up with Mike in about ten minutes… maybe faster with Ben’s hoverboards.”  
“Hoverboards? Wow. Either way, don’t go too fast. Stay safe, and don’t get into too much trouble.” Jonathan advised Will, patting his brother on the back before following along with his mother and Ben’s grandpa.

Hawkins was a small town—there wasn’t anything too notable about it at first glance. But once again, there was more than meets the eye. Newspapers and televisions in displays showed that there were conspiracy theories going around the town, as well as the destruction of a mall four months prior. Ben knew a couple things about the truth behind what happened thanks to Will and Eleven’s accounts on what happened and their memories in the void. But beyond that, this place was at least somewhat quiet and uneventful. Almost backwater, even.  
“Not much has changed since right before we left. The rumors about what happened to Starcourt seem to be dying down though.”  
“The mayor was arrested for illegal funding… and the mall burned down about two weeks after it opened. That’s what they believe, anyway.” Gwen said as she looked at the reports.  
“They’re better off not knowing the truth, anyway. Sometimes the truth hurts.” Will replied. “Here we make a left, and then we’re in the suburbs. Then we can use the hoverboards. Don’t want to use them in town, we might attract too much attention.”  
“Right. Eon doesn’t seem to know that we’re here. Let’s take any chance we can get to get ahead of him.” Ben cracked his knuckles as he walked down the streets down toward another road. “Lead the way, Will. You know this town, right?”  
“Of course! I’ve lived here for fourteen years. Even if we’ve moved away, I’m still familiar with the place.”  
“Mirkwood?” Eleven suddenly piped up.  
“That’s the plan. We go to the suburbs, and go into the woods through Mirkwood, and get to Maple Street.” Will replied.  
“Mirkwood? As in the Hobbit Mirkwood?” Gwen asked.  
“What else?” Will replied. He stopped and looked around, and pulled out a hoverboard. “Coast is clear. Ben? Mind teaching me how to use one?”  
“Not at all. Just keep your weight steady, and lean in the direction you need to go in.” Ben said as he hopped on his hoverboard.  
“What about us?” Eleven asked, a bit disappointed that she didn’t have a hoverboard to borrow. But Gwen smiled, and used her magic to create some sort of pink floating platform for both of them, similar to a hoverboard.  
“Not a problem.” Gwen smiled. “Let’s try and catch up to them.”

Will was right. It didn’t take long for them to get through Mirkwood and to Maple Street. In a matter of a couple minutes, the four had arrived at a somewhat large house. The mailbox marked it as the Wheeler residence. The house was by no means a mansion, but it was definitely bigger than the home that Will’s family used to have in Hawkins, and definitely larger than the cabin El resided in the past. There was a garage, and the house was three stories tall, counting the basement.  
It was Ben who went up to the house and rang the doorbell. Answering the door was a boy with bushy black hair and a blue polo shirt. He looked a bit familiar, like someone he’d seen in Will and Eleven’s memories in the void.  
“Uh… hello?” The boy answered. And in a matter of seconds, Ben was pushed to the side and the boy found himself being surprised by Will.  
“Hi, Mike.” Will said with a smile on his face. The two haven’t seen each other in a bit, it looked like. They looked like they were best friends, based on the way they were smiling at each other and suddenly laughing. Then Mike took notice of El, and ran out the door to hug her tight. After letting her go, Mike looked around at the group.  
“Welcome back. What brings you back to Hawkins so soon, you guys? Where’s your mom, Will? Who are your new friends?” Mike asked.  
“I’m Ben. Ben Tennyson.” Ben spoke, pointing to himself. Mike nodded, and then looked at Gwen.  
“Gwen Tennyson. Ben’s cousin.” Gwen added.  
“We came here to visit, and to deal with another issue. But first, has there… has anything weird happened lately?” Will said, looking around at the house. Things seemed the same here even after a month.  
“Last week, we intercepted an alien message on Cerebro. The rest of the Party and I… as well as Robin and Steve, and a new guy worked together to decode what it meant. I’ll tell you more about it at the table. I made breakfast for you guys.” Mike replied, gesturing for the four others to come in.  
“Alien message?” Ben asked. Mike bit his lip, feeling Ben’s suspicion.  
“It’s… uh… part of one my new D&D campaigns.” He winked at Will, who quickly got the idea.  
“Mike? Where’s Nancy and Holly? And your mom?” Will asked.  
“They’re off at some sort of women’s retreat for the weekend. They’ll be back home on Monday. Dad’s asleep, so it’s just me taking care of the place right now.”  
“Huh. So you’re the man of the house right now.” Gwen added.  
“Yep.” Mike replied. “You said something about the Party needing to meet up in the basement later… what’s the issue?”  
“There’s a problem that might come up in Hawkins, according to Ben. I’ll explain everything once everyone is here. But first things first, can we have breakfast?”  
“Are there any Eggos?” Eleven asked.  
“Yeah. I set it all up a couple minutes before you guys got here.” Mike asked.

Mike wasn’t too bad of a cook. The toast he put together was a little burnt, but the omelette, sausage links and eggs he cooked were fine. The same went for the pancakes he cooked. Eleven, however, didn’t seem too interested in anything else but the toasted Eggo waffles.  
“You did this all by yourself?” Gwen asked.  
“Dad helped out with cooking the sausages and eggs before he went and took a nap. Everything else was all me.”  
The doorbell rang. Mike quickly got out of his chair.  
“That’s probably Dustin. Won’t pass up an opportunity for a meal. Stay here.”  
After a minute, Mike and a boy in a trucker cap and vest arrived in the dining room. The capped boy’s face turned to smile when he eyed Gwen, but then to a massive grin when he saw Will. Gwen looked on with slight surprise in response.  
“Long time no see! How have things been over in Jersey? I see you’ve met one of my friends from camp.” Dustin said, looking at Will.  
“Oh, it’s been fine. Wait… which one of the Tennysons do you know, Dustin?”  
“Me.” Gwen pointed to herself. “I went to Camp Know-Where earlier this summer and met up with Dustin.”  
“Wait, is this the guy you were talking about who wouldn’t stop singing?” Ben asked, raising an eyebrow.  
“Yeah. He and Suzie were always singing together. And now that song is getting stuck in my head, dammit,” Gwen shook her head.  
“Please don’t sing it. Lucas and Max still won’t let me live that down.” Dustin rolled his eyes as he sat down and got himself some scrambled eggs and the best toast he could find. At Dustin’s comment, Will stifled a laugh.  
“Hey, that reminds me. Where are Lucas and Max?” Mike asked.  
“Last I checked, they were trying to find Kevin over at the arcade. Shouldn’t take long.” Dustin replied.  
“Kevin? Who’s Kevin?” Will asked.  
“Honorary Party member. He’s the new guy.” Dustin added.  
Just then there was another ring at the doorbell, and Mike got up to get it. In a couple minutes, three new faces showed up in the dining room. A boy about the same age as the rest of the group, a red-headed girl not unlike Gwen, and an older boy that Ben recognized all too well—Kevin Levin.  
“Wait… Tennyson?” Kevin raised an eyebrow, looking at Ben from the entrance of the dining room to his seat.  
“Wait. Kevin as in Kevin Levin?” Ben replied.  
“It’s getting a bit crowded here.” Mike cleared his throat. “Before Dad suspects that I’m holding an actual party, how about we bring this down to the basement?”  
“Good idea.” The boy beside Kevin nodded, and they all headed down to Wheeler basement.

“Right, I didn’t introduce you to Max and Lucas… and you already know Kevin, it looks like. Lucas is one of my friends and another member of the Party. He’s the Ranger and kind of helps keep us focused when we think things are getting too crazy. Max is… uh… why don’t you just introduce yourself?” Mike said, gesturing to the redhead.  
“Max Mayfield. Skateboarder. Horror movie enthusiast. Arcade virtuoso. The Party’s ‘zoomer.’ And I don’t know about you, but what’s this whole meeting about again?” Max asked, raising her eyebrows.  
“We’re trying to catch up Will and El on what’s happened since they moved.” Mike replied.  
“Could you make the catch-up quick? We have to warn you guys about someone who we think is in Hawkins. That’s the reason why we’re here, actually.” Will spoke up.  
“Wait, who? Who are you warning us about?” Lucas raised an eyebrow. The first thing that came to mind was the Mind Flayer. “We shut the Gate three times already. It can’t be the Mind Flayer.”  
“It’s not the Mind Flayer.” Will replied. Huh. Three times? Did something happen while he was gone?  
“Then who is it? One of the Russian scientists?” Dustin piped up.  
“Ben knows. But first things first, please promise you guys won’t freak out.”  
“Don’t worry. We won’t. We’ve seen and heard all sorts of crazy things. What’s the worst thing that he could tell us?” Lucas shrugged.  
“Wait, Will, you’re kind of putting me on the spot. How do I know I can trust these guys? I don’t know them, and I don’t trust Kevin all too well.” Ben looked at Will with a nervous look on his face.  
“You can trust them. And who knows? If they trust Kevin, you can trust Kevin. Take a risk. Hawkins will be in danger if you don’t… no. The world will be in danger.”  
“All right, please don’t freak out. Let’s get this out of the way. After this, I’ll explain everything.” Ben pressed a couple buttons on the Omnitrix, readied the dial, and transformed.

“Joyce. Jonathan. Are you two confident that you can handle Vilgax?” Grandpa Max looked to his two accomplices as he stopped outside an old looking plumbing shop in town.  
“Look, Maxwell. In the last two years of living here in Hawkins, I’ve had to put up with all sorts of shit. My youngest son got kidnapped by an extra dimensional creature and almost died. The government tried to pass him off as dead. But I knew he was alive—and I got him back. The following year, my son got possessed by some… thing, and I had to perform some sort of exorcism on him. Then over the summer that… thing created some sort of monster and tried killing my sons and their friends, and I lost someone very important to me trying to stop it. If you think if I can’t handle this, you’re sorely mistaken.” Joyce spoke with a stern look on her face.  
Grandpa Max took a deep breath and nodded, heading inside the shop. As he pulled a switch, an elevator in the back room was exposed, and the trio headed down into what seemed to be some sort of base. A couple of people that Joyce recognized were seen among the people at the base, but she said nothing.  
“Maxwell Tennyson?” A man spoke, looking up from a monitor that seemed to be analyzing data found near where Starcourt Mall once was. “Thank you for coming. And… I see you’ve brought some new recruits. But are you sure they’re fit to take on Vilgax?”  
“She insisted that she and her son come with me to neutralize Vilgax. What’s his condition? Have you located him?”  
“He’s still within the vicinity of the area, attempting to put together spare parts to leave Earth. He’s active, but severely weakened. We were unable to bring him to base, however. Most of our best Plumbers are trying to recover from trying to fight him. That’s why we’re seeking out your help.”  
“Get some uniforms and gear ready for these two. If they’re gonna fight as my backup Plumbers, they might as well be equipped like them.”  
“Plumbers? Sorry. I keep hearing the word tossed around, but you guys really don’t do anything with toilets or leaks, do you guys?” Jonathan shook his head.  
“The Plumbers are an intergalactic law-enforcement organization that makes use of many high-tech gadgets and weapons to protect the planets in the universe from various alien threats and attacks. Originally, we were an independent government-based organization meant to keep paranormal activity contained.” The man spoke.  
“So what about what happened over the summer? The monster that attacked the mall? And the last two years? What have you guys been doing? How do we know we can trust you guys, unlike the folks at Hawkins Lab?”  
“We were told directly not to interfere with the activity going on at Hawkins National Lab by higher-ups and were instead tasked with dealing with other paranormal circumstances two years ago. As much as we wished we could have done something, our group in Hawkins was independent at the time and not connected to the universe-based Plumbers we have today. We are able to bypass those barriers now, but with this summer we were caught entirely off-guard. We had no access to the resources had by Hawkins National Lab since its shutdown, and were unable to properly deal with the situation at Starcourt Mall despite our efforts. Once we were properly able to assess the situation, we were too late. The issue had already been resolved by the time we got there.”  
“Complications… you guys don’t sound very competent.” Jonathan crossed his arms.  
“Hence why we enlisted the help of Maxwell Tennyson. Morale is low, and our best fighters are down. Compared to the branch over in Bellwood, we’re not the best at our job, to be honest.”  
Jonathan and Joyce were given suits and strange looking pistols, and then were directed to some sort of locker or changing room.

After changing, they reunited with Max Tennyson and were then back on the road with their car and the Rustbucket, headed to where Starcourt Mall once was. The area was still blocked off—but Max Tennyson and the new recruits had clearance to get through. Once inside, the group took the elevator down to the base where Vilgax was last sighted, and the place where Joyce last saw Hopper. This place brought bitter memories to mind. But she wouldn’t let that get to her. The planet was at stake… and the lives of her children, too.  
“These pistols… What do they do?” Jonathan asked.  
“They’re Null Void projectors. Keep Vilgax still long enough while you’re firing them at him, and he’ll be in a prison dimension we call the Null Void.” Max replied. “Keep your guards up.”  
Heavy footsteps… metal clanging… and the sound of suction cups and tentacles. Vilgax was nearby, salvaging parts as the Plumber had described. He didn’t seem to notice the three Plumbers who were there.  
As the trio made their way closer, the clanging grew louder… and the footsteps drew closer.  
“Should have known more ‘challengers’ would be sent. More people to attempt to get in the way of an already failed mission.” A deep, raspy, eerie voice spoke. As the trio looked on, they noticed a figure in the distance, staring directly at them with crimson red eyes.  
“Vilgax.” Max Tennyson replied.  
“And they’ve grown desperate enough to bring you here to take care of me, it seems. Who are the new allies? Are your children not here to humiliate me?” The figure drew even closer—once again, it was Vilgax. From the time he’d been defeated by Kevin Levin and Mike Wheeler’s Party, he looked a lot more ragged and disheveled.  
Joyce said nothing, and fired the Null Void Projector’s light at Vilgax, and Jonathan followed suit. But Vilgax quickly retaliated with lasers from his eyes, forcing them to move out of the way and stop their attack. But even then, he was severely weakened.  
“What are you doing in Hawkins?” Max Tennyson yelled as he fired some shots from a blaster to occupy Vilgax while Joyce and Jonathan attempted to bring him down.  
“An accomplice of mine needed a resource that he could find here, and only here. I provided for him… only to be attacked and humiliated by a band of misfit humans.”  
Misfits. That word stuck in Jonathan’s head. The best people he could think of for that sort of thing were Will’s friends. They defeated a space alien, it seemed. Well, there was nothing saying that they couldn’t send Vilgax into galactic custody if Mike and company were able to take Vilgax down. With a bit more enthusiasm, Jonathan shot Vilgax with the Null Void Projector.  
“Mom! Max! Go for it!” Jonathan yelled.  
“Who was the accomplice?” Grandpa Max replied to Vilgax as he used some sort of device to hold the tentacled fiend down, with Joyce redirecting Vilgax’s lasers.  
“Eon.”  
And with that answer, Vilgax was brought to the Null Void. The unexpected trio had won… but just then a portal opened from nowhere. Out walked a man in black and violet, wearing a mask.  
“Ben was right. You are back, Eon.” Max eyed the masked figure.  
“I’m afraid you’ve wasted your time here.” Rom replied.  
“Wasted our time?” Joyce said, raising an eyebrow and aiming the Null Void Projector as the man walked toward them.  
“Why send him to the Null Void when he was already finished to begin with? This Vilgax’s fate was sealed. This Vilgax was destined to die in this timeline whether or not you sent him to the Null Void”  
“Timeline? ‘This Vilgax?’ Don’t tell me there are more of him. Talk some sense!” Joyce squinted her eyes at the man.  
“You seem tense. How about a trip down memory lane?” As Joyce fired her shot, time seemed to slow down, and Eon let loose some sort of ripple. The area around them seemed to dim and darken… and Jonathan and Joyce quickly noticed their new surroundings were within the Upside Down, with their expressions turning grave.  
“Where are we?” Max Tennyson glanced around.

Two figures in hazmat suits walked past the trio, taking no notice of them. But from a quick glance, Jonathan immediately recognized them to be his mother and Hawkins’ former police chief, Jim Hopper. The reality, if that was the right word for it, had settled in. Eon had tossed them back in time, back two years ago.  
“We need to get out of here. Now.” Joyce looked to Jonathan and Max.  
“How are we gonna get back to the present once we get out?” Jonathan looked to his mom. Joyce didn’t answer, and looked to Max.  
“Your grandson… does he… does he have any sort of alien that can help us?” Joyce asked, beginning to look a bit desperate.  
“Yes. But in the meantime we should keep going. We’ll know when we’re rescued. I’ve been in a situation like this before. Chin up, both of you.”

“All right. Let’s go over this again. The plan is that we get to Weathertop and have Gwen, Steve, and Robin stationed there to delegate who goes where via SUPERCOM. You can get a good view from the hill.” Mike spoke to everyone else at the table. Everyone seemed to have been caught up, but Ben and Kevin were still kind of at odds with one another.  
“If necessary, Gwen uses a teleportation spell and comes in as backup if Eon corners someone.” Will adds.  
“Once we corner Eon, it’s open season. Just don’t get hit by any of his time rays. But it’s easier said than done.” Mike finished off the sketched plan, and looked toward everyone else. “Any suggestions before we go through with this?”  
“We might need some extra firepower. How about we try and soup up Ben’s watch?” Dustin suggested.  
“Like how? That’s a complicated piece of alien technology, Dustin. You’re gonna screw something up with it.” Gwen replied.  
“Good point. We’re better off saving that for a last resort.” Max Mayfield added.  
“Is everyone ready to move out?” Lucas looked around at the group.  
“Aye aye, Captain.” Kevin saluted to Lucas, quickly scrambling for the basement’s exit door.  
“It’s hero time.” Ben said as he followed afterward. Dustin followed, then Eleven, then Max, then Mike, then Lucas, and lastly Gwen, who went in a different direction than the rest of the group.

As Gwen made her way up Weathertop, she noticed that two people were already up there by the radio tower that Dustin described. Cerebro, as she remembered it. She’d made one at Camp Know-Where as well.  
“Henderson’s friend, right? He told me you were coming. He was kind of vague with the instructions, but whatever the situation is, it’s serious as far as I know,” spoke one of the people by the radio tower. It was a young man with crazy hair, a red vest, and a pair of jeans. Dustin was best friends with this guy? “Let’s get to work. Name’s Steve Harrington.”  
“Robin Buckley. Steve’s partner in crime,” spoke the young lady, the last of the group stationed at the hill.  
“I’m Gwen Tennyson. If you see a guy in a black and purple robe and a mask, contact the nearest member of the group to that location. Here’s the plan that was laid out.”

Dustin was stationed in the east side of town, hiding in an alleyway with some sort of electric cattle prod in his hands. A couple months ago, he’d used this weapon while he was trapped in the Russian base under Starcourt Mall. Here? He was putting it to good use against Eon, if he bothered to show up.  
Lucas was stationed on the southeast side of town, with his wrist rocket loaded with all sorts of rocks and debris. It wouldn’t do much against Eon, most likely, but it’d work to stall him out. If that didn’t work, there were some firecrackers he’d saved from the battle at Starcourt back in July. Like Dustin, he was behind an alleyway.  
Max was stationed in the southwest part of town, with her skateboard ready to make a quick getaway if needed, as well as a crowbar should she need to fight. She was located behind a store.  
Will was in the northeast part of town, wearing his Will the Wise costume and looking quite ridiculous at that. But with the Charms of Bezel, the Staff of Ages, and Gwen’s spellbook, he was more than prepared to face Eon should he show up in that direction. From an alleyway, he remained on the lookout.  
Mike was stationed in the west part of town, armed with a metal baseball bat. From behind a dumpster, he occasionally looked around to see if anyone matching Eon’s description was around and about, but no signs.  
Eleven was tasked with covering the northwest part of town, sitting on a bench, with her powers at the ready. She’d be willing to get up at any second to toss around Eon with telekinesis—she had to make it up to Ben for bringing back her powers.  
Kevin was located in the south part of town, behind the Hawk movie theater. Absorbing the brick wall, he was ready to clock Eon in the face or in the gut.  
Lastly, Ben was tasked with the north part of town, and stood behind a building with his Omnitrix at the ready. He shuddered slightly, but remained overall confident in the plan that the Party had set up. Will was right. He knew what he was doing. With everyone involved, there was a greater risk… But he trusted Will’s judgement, considering what he’d seen. It was all about working together to keep this town safe.

“It’s time to put these powers in action.” A man in purple and black robes and a mask stood from atop the clock tower at Hawkins Library.  
“Sighted at Hawkins Library, on the clock tower.” Robin spoke up on the group’s radios.  
“Byers! Heads up!” Steve yelled on the radio.  
Just then, Eon fired a purple ray of energy toward the area where Will was. However, Will quickly defended himself with Contigo, blocking the time ray. Eon leapt from his perch and landed, and Will used Berdi Mordo Nata with his staff to shoot a stream of green fire toward Eon. From what it seemed, Eon had vanished following Will’s attack, and reappeared somewhere else downtown.  
“RadioShack!” Robin yelled. Quickly Max skateboarded into the area, and leapt off her board and attempted to attack Eon. Despite his attempts to fire his time rays at her and use his glowing purple sword, her parkour maneuvers enabled her to dodge his attacks relatively well, much to his annoyance as bystanders fled. Once she managed to get behind him, she attempted to smack him with a crowbar, but he’d vanished to another part of town.  
“So they have this all planned out. For children, they’re particularly smart. But how did they know I would show up?” Eon spoke, reappearing somewhere else.  
“Wheeler! He’s at Melvald’s! Move it!” Steve barked.  
Mike quickly scrambled toward Eon, who was unaware of his presence. Caught by surprise, Eon was struck by a heavy blow from the metal bat, leaving a good crack on his mask. Eon then quickly appeared in the northeast part of town, and was immediately spotted by Eleven and quickly tossed into a lamppost with her telekinesis. Once again, he quickly teleported away, and found himself clocked in the mask again, this time by Kevin.  
“Costume party’s over. Get out of town.” Kevin said with a smug tone to his voice.  
“I’m afraid the party hasn’t even started yet.” Eon retorted before vanishing again.  
“Henderson! He’s over in your area!” Steve yelled. Immediately, Dustin spotted Eon and attempted to attack, but his weapon was quickly neutralized with Eon’s blade. Dustin barely managed to dodge out of the way of the attack. Before Dustin could do anything, Eon had vanished again. Lucas managed to catch Eon by surprise with a firecracker, but it was a fruitless attempt, as Eon had vanished once more and reappeared.  
“Ben! He’s going for you!” Gwen cried out. Ben had already gotten the memo, having transformed into Jetray, a medium-sized manta ray-like alien. Firing down laser-like blasts from his eyes, he forced Eon to dodge and make his way toward another part of town. Despite having the ability to teleport and having acquired energy from the Upside Down, Eon decided it wasn’t best to teleport for now, considering how each part of the area was under watch. It was best to keep Ben and friends occupied until they made a mistake; they could only keep this up for so long.  
“Can’t keep running forever, Eon! Whatever you’re up to, we’ll stop you!” Ben yelled, quickly changing aliens to Wildvine, a large plant-like alien. With long tendril-like vines, he managed to grab Eon and attempt to hold him in place, but his vines were quickly severed by his blade, prompting another switch. This time, Ben was using Spidermonkey, a simian-like alien with multiple arms and the abilities of a spider and acrobatics of a chimp. He was able to corner Eon with webs and mobility. Another switch, this time to Buzzshock, a small alien who resembled a battery. Eon was hit with a bolt of electricity, and Ben followed with another switch, now to Gravattack, a large, rocky-looking alien with gravity-based powers. Ben tossed Eon backward toward an abandoned building off a dirt path, and quickly changed aliens once more, this time to Eye Guy, an alien covered with green, bulbous eyes capable of shooting lasers. From what Ben could see, (which was easy, considering Eye Guy’s physiology) the rest of the group was gathering to help out. So this is what Will was talking about… everyone here working together to keep the town safe… this planet safe.  
“Alright, everyone! Let’s get this over with!” Ben fired a large laser toward Eon, who barely managed to defend himself from the attack. And just then, the Omnitrix timed out, and Ben revered to human form.  
Eon had a nasty grin on his face, and prepared to fire a time ray toward Ben as he was vulnerable. Eleven had other plans, however. She tossed Eon over, forcing him to fire his time ray toward a lamppost, which crashed to the ground. Will let loose another stream of fire, but Eon had vanished in the wake of the attack, this time attempting to strike Kevin from behind. However, he was intercepted by Mike and his baseball bat… then struck by Max with a crowbar, then by Lucas with his wrist rocket. But Eon wasn’t about to back down. Using the energy stored in the devices on his arms, Eon let loose a shockwave that turned the surrounding area to something that resembled the ground of the Upside Down… as well as push everyone back through sheer force.  
“You’ve left me no choice,” Eon spoke, preparing to let loose a stronger shockwave that could potentially transform the entire town… or the world.  
“I could say the same thing, Eon.” Ben replied, looking to Eleven. Eleven immediately understood, and focused her powers on the Omnitrix.  
“Danger. Danger. Bioelectric interference detected. Activating emergency protocol.” Eleven focused on the Omnitrix even more, and the dial began to flicker. “Error occurred when trying to activate protocol. Unlocking Master Control for troubleshooting purposes… error encountered when attempting to unlock Master Control. DNA leakage detected.”  
“DNA leakage?” Eon seemed to raise an eyebrow from what could be seen from the cracked portion of his mask. That caught his attention. Despite knowing the Omnitrix fairly well, he’d never seen anything like that occur. This girl… she was brute-forcing the device.  
“That doesn’t sound good. El, stop! You might put it into self-destruct mode!” Ben looked to El.  
“Self-destruct?” Will whimpered, his eyes going wide.

BOOM.

“The kids!” Steve yelped as he looked at the explosion, which he recognized was at that abandoned building… Brimborn Steelworks. He glanced at Robin, and then Gwen. “Tennyson. Check things out. Make sure they’re safe.”  
“Right!” Gwen quickly concentrated her energy, and attempted a teleportation spell.

“What just happened?” Ben said, getting up to his feet and looking around. Thankfully, the place hadn’t blown up. But what could be said of Will’s friends wasn’t necessarily true… or so he thought. And Eon was nowhere to be seen, either.  
“Beats me.” Will said as he got up. He wasn’t wearing his costume anymore, it seemed. In the shaft of light that filtered down from the roof, Will’s skin seemed very pale, and somewhat gray in some areas. Just then, he screamed.  
“What’s going on?” Kevin spoke as he got up, unaffected by the explosion.  
“I’m missing a finger… and my nails… oh my god.” Will was panicking somewhat.  
“Holy shit. You look like you came straight out of a horror movie.” Kevin looked Will over. Will looked like a zombie.  
“Horror movie? Poltergeist? The Thing? Friday the Thirteenth? Nightmare on Elm Street? What kind of horror are we talking about here?” Dustin’s voice was heard. Will quickly turned around, and did a double take. Was he looking at Freddy Krueger?  
“Dustin? Where are you? Can you see anyone else, like Mike or El?” Ben yelled.  
“Turn around!” Dustin’s voice spoke.  
“Tell me what you see~” Lucas’ voice sang as well, this time to the tune of NeverEnding Story. It sounded kind of muffled, though.  
“Lucas, shut up.” Dustin’s voice retorted. Wait. Was it coming from… Freddy Krueger? And where was Lucas?  
“Dustin? Is that you? You look exactly like that guy from Nightmare on Elm Street.” Ben said, looking at “Freddy.”  
“Hell no! I don’t have blood all over my face, thankfully, and no razor sharp fingers either. I’m way more handsome and presentable than that.” “Freddy” began to change shape, this time resembling Dustin. Ben widened his eyes.  
“Were you… always able to do that?” Will asked.  
“Do what?” Dustin replied.  
“Shapeshift.” Ben added. “You turned into Freddy Krueger.”  
“You’re kidding. But we need to focus on what’s happening. Where’s Eon?” Dustin asked, looking around.  
“Can’t find any sign of him. I think we blew him up.” A large, bulky, rock-like figure covered in moss and blue energy stepped forward… it looked like an alien.  
“Lucas?” Dustin said, looking at the rocky figure.  
“Yes, Dustin?” The rocky figure said in response. It… was Lucas, apparently.  
Ben bit his lip. This was weird. Dustin is a Sludgepuppy. Lucas is an alien… Will is a zombie… what else? He saw two more aliens lying on the ground… and a green pile of goo.  
“Mike? Eleven? Max?” Dustin cried out.  
At those words, the two aliens began to stir and get up. One kind of resembled a frog… and Ben hoped it was Mike. But once they opened their mouth and spoke, it was clear it was Max.  
“What the hell? Is this a dream?” Max spoke, sounding a bit groggy.  
The other alien resembled a gerbil with a brown mustache. He thought it was probably Mike, but once again, the voice proved him wrong.  
“Dustin? Ben? Will? Where is… Mike?” The alien was Eleven, as he could tell from the voice. And that left… Mike.  
I’m right here… and man, this feels weird.” The green goo began to stir… and a device rose out of it… and the puddle had turned into a green, gooey, humanoid figure… with Mike’s voice.

Walking around, Ben noticed that everyone seemed to have an Omnitrix symbol somewhere on them. Then the truth hit. The Omnitrix... the DNA leak… it turned everyone in the explosion into aliens, except for himself and Kevin.  
“I don’t know if you guys know this yet, but I think my watch turned all of you into aliens.”  
“Holy shit...” Dustin exclaimed, looking around at everyone in the shed. Everyone, including himself, had some sort of power now… some sort of odd, otherworldly sense about them.

End of Chapter 6


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